Common use of Further Action; Reasonable Best Efforts Clause in Contracts

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effect.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall use its reasonable best efforts to (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any under applicable antitrust or competition Laws Law with respect to the TransactionsTransaction, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate promptly file or cause their respective affiliates to promptly file one or more applications with the other parties hereto and use FCC seeking the FCC Approval, (iii) diligently prosecute the FCC Application, including responding to any requests from the FCC or its reasonable best effortsstaff, and cause its Subsidiaries to use their respective reasonable best efforts, to (iv) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise Law to consummate and make effective the TransactionsTransaction, including including, without limitation, using its reasonable best efforts to employ such resources obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transaction and to fulfill the conditions set forth in Article XI and the conditions to the Tender Offer and the Exchange Offer set forth on Annex A and Annex B, respectively, (xv) obtain and/or maintain consummate and make effective, in the most expeditious manner practicable, the Transaction, (vi) execute and deliver any additional instruments or other documents necessary to consummate the Transaction and to fully carry out the terms of each of the Transaction Agreements to which it is a party, (vii) contest and resist any Action, whether judicial or administrative, and to have vacated, lifted, reversed or overturned any Governmental Order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transaction, including, without limitation, by vigorously pursuing all approvals, consents, registrations, permits, authorizations available avenues of administrative and other confirmations required to be obtained from any third party judicial appeal and (yviii) obtain assist and cooperate with each other in connection with the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effectforegoing.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, Authority and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); ) and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, take or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ employing such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, provided that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in have a Company Material Adverse Effect.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including including, without limitation, (Ax) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (By) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (Cz) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ including, without limitation, (x) employing such resources as are necessary to (x) obtain and/or maintain all any consents, approvals, consentsauthorizations or permits of, registrationsor filings with or notifications to, permits, authorizations and other confirmations required to be obtained from any third party applicable Governmental Authorities (“Regulatory Approvals”) and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including including, without limitation, committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto nothing herein shall require the Company or any Company Subsidiary to take any action that is not contingent upon the Closing or that would be required effective prior to the Effective Time; provided, further, that the Company shall not agree to take any such steps (including any hold separate, restructuring, reorganization, sale, divestiture or disposition) without the prior written consent of Parent (which consent should not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or any other provision of this Agreement, the Company and Parent shall mutually agree on the strategy and process by which the parties will seek any Regulatory Approval and shall both participate, to the extent practical, in all meetings and communications with any Governmental Authority, including by determining the appropriate timing of any such meeting or communications (including the timing of the submission of any filing with, or the response to any request by, a Governmental Authority or any action if to be taken pursuant to this Section 6.08(a)). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action would result in or may be reasonably likely to result in a Company Material Adverse Effectaction.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions of set forth in this Agreement, each of the parties Parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries efforts to use their respective reasonable best efforts, to taketake promptly, or cause to be taken, all appropriate actionactions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the TransactionsMerger and the other transactions contemplated by this Agreement, including using (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; (ii) the obtaining of all necessary consents, approvals or waivers from third parties; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Efforts by any Party hereto to cause the Company Shareholder Meeting contemplated by Section 5.4(b) to be held on or about March 31, 2009, or as soon as reasonably practicable thereafter, shall be consistent with such Party’s obligation in the preceding sentence to use its reasonable best efforts to employ take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Parent shall take such resources actions, including the sale of assets or debt or equity securities or the incurrence of additional Indebtedness, as are may be necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations cause the representation and other confirmations required warranty of Parent and Merger Sub set forth in Section 4.5 to be obtained from any accurate on or before the third party (3rd) Business Day (substituting such third (3rd) Business Day for the Closing date referred to in Section 4.5) after the satisfaction or waiver (to the extent permitted by applicable Law) of all of the conditions set forth in Section 6.1 and Section 6.2 (y) obtain other than those conditions that by their nature are to be satisfied at the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse EffectClosing).

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto Parties and their respective Representatives Affiliates shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties Parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties Parties to review in advance, and consulting with the other parties Parties on, any proposed filing, submission or communication (whether verbal or written) by such party Party to any Governmental Authority, and (C) giving the other parties Parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto Parties and use its reasonable best efforts, and cause its Subsidiaries Affiliates to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ employing such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals Approvals; provided that none of the Purchaser, its Affiliates or their respective Representatives shall be required to accept any onerous condition or mitigation measure imposed upon it that would materially and taking any and all steps necessary adversely affect its interest in the Transaction, including, without limitation, to avoid commit to or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effectingeffect, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses; provided, or accept any prohibition or limitation on the ownership or operation of, or any arrangement that no party hereto shall be required to take would apply to, any such action if such action would result in of its or may be reasonably likely to result in a Company Material Adverse Effectany of its Affiliates’ or portfolio companies’ assets, properties or businesses.

Further Action; Reasonable Best Efforts. (a) Upon the --------------------------------------- terms and subject to the conditions of this Agreementhereof, each of the parties hereto shall, and shall use their reasonable best efforts to cause their respective Representatives shall Subsidiaries, as applicable, to (i) make promptly its all respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws under the HSR Act and under Council Regulation (EC) No. 4064/89, as amended, with respect to the Merger and the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise laws and regulations to consummate and make effective the Transactions, including, without limitation, using all reasonable efforts to obtain all licenses, permits, consents, waivers, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger and (iii) not take action (including using effecting or agreeing to effect or announcing an intention or proposal to effect any acquisition, business combination or other transaction) which could reasonably be expected to impede, interfere with, prevent, impair or delay the ability of the parties to consummate the Merger. The parties shall consult and cooperate with each other in connection with the making of all such filings or submissions, including providing copies of all such documents to the non-filing or non-submitting party and its advisors prior to filing or submitting. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to employ take all such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effectaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) notifying the other parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions or otherwise relating to the consummation of the Transactions, (B) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (BC) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (CD) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and and, subject to Section 6.08(c) use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the TransactionsTransactions as soon as reasonably practicable, including using reasonable best efforts to employ such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition applicable Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing Transactions and employing such resources as are necessary to and effecting, by consent decree, hold separate orders, or otherwise, obtain the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse EffectRequisite Regulatory Approvals.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, and subject to the requirements of applicable Law and the instructions of any Governmental Authority, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and (unless the Company shall have made a Change in the Company Recommendation) coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (Ax) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (By) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (Cz) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ (x) employing such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and (y) taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto the Company shall not agree to take any such steps (including any hold separate, restructuring, reorganization, sale, divestiture or disposition) without the prior written consent of Parent; provided further, that none of Parent, Merger Sub or any of their Affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any such action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets if such action would result reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the combined businesses of Parent, the Company and their respective Subsidiaries. The parties agree to cooperate in good faith to determine and direct the strategy and process by which the parties will seek the Requisite Regulatory Approvals. If, at any time after the Effective Time, any further action is necessary or may be reasonably likely desirable to result in a Company Material Adverse Effectcarry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreementherein provided, each of the parties hereto agrees to use (and to cause their respective Representatives shall (iSubsidiaries to use) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement as promptly as practicable, including using (i) the use of reasonable best efforts to employ such resources satisfy the conditions precedent to the obligations of any of the parties hereto, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as are may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (xiii) obtain and/or maintain the obtaining of all approvals, necessary consents, registrationsapprovals or waivers from third parties, permits(iv) the defending of any lawsuits or other legal proceedings, authorizations and other confirmations required to be obtained from any third party whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (yv) obtain the Requisite Regulatory Approvals execution and taking delivery of any and all steps additional instruments reasonably necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businessestransactions contemplated hereby; provided, however, that no party hereto none of the Buyer, the Company or any of their respective Subsidiaries shall be required to take pay any fees or make any other payments to any such action if Person in order to obtain any such action would result approval, consent, ratification, permission, waiver or authorization (other than normal filing fees imposed by Law). Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for such filings that are publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System) or may be reasonably likely any other information supplied by such party to result a Governmental Entity in connection with this Agreement and the transactions contemplated hereby, provided that neither party is obligated to share any document submitted to or received from a Company Material Adverse EffectGovernmental Entity that reflects the negotiations between the parties or the valuation of some or all of any party’s business or assets.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties Parties hereto shall, and shall cause each of their respective Representatives shall subsidiaries to, (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties Parties in exchanging such information and providing such assistance as the other parties Parties may reasonably request in connection therewith (including including, without limitation, (Ax) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties Parties promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (By) permitting the other parties Parties to review in advance, and consulting with the other parties Parties on, any proposed filing, submission or communication (whether verbal or written) by such party Party to any Governmental Authority, and (Cz) giving the other parties Parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ including, without limitation, employing such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking the approval of the applicable Governmental Authority under the AML Rules. Notwithstanding the foregoing or any other provision of this Agreement, the Company agrees that Parent shall have the right to determine and direct the strategy and process by which the Parties will seek the Requisite Regulatory Approvals and the approval of the applicable Governmental Authority under the AML Rules and shall take the lead in all steps necessary to avoid or eliminate each meetings and every impediment under any antitrust or competition Law that may be asserted by communications with any Governmental Authority so as to enable the parties hereto to expeditiously consummate the TransactionsAuthority, including committing to and effecting, by consent decree, hold separate ordersdetermining the appropriate timing of any such meeting or communications (including the timing of the submission of any filing with, or otherwisethe response to any request by, a Governmental Authority or any action to be taken pursuant to this Section 6.08(a)). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the restructuring, reorganization, sale, divestiture or disposition proper officers and directors of such of its assets, properties or businesses; provided, that no party hereto each Party to this Agreement shall be required use their reasonable best efforts to take any all such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effectaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) notifying the other parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions or otherwise relating to the consummation of the Transactions, (B) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (BC) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (CD) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and, subject to Section 6.08(b) and Section 6.08(c) use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the TransactionsTransactions as soon as reasonably practicable, including using reasonable best efforts to employ such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition applicable Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing Transactions and employing such resources as are necessary to and effecting, by consent decree, hold separate orders, or otherwise, obtain the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse EffectRequisite Regulatory Approvals.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions; provided, including using that none of the Company, Parent, Merger Sub or any of their Affiliates shall be required to accept any onerous condition or mitigation measure imposed upon it that would materially and adversely affect its interest in the Transaction, including, without limitation, to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any similar action that materially and adversely limits its freedom of action with respect to, or its ability to retain, a material portion of its businesses, services or assets. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to employ take all such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effectaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties Parties hereto shall, and shall cause each of their respective Representatives shall subsidiaries to, (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties Parties in exchanging such information and providing such assistance as the other parties Parties may reasonably request in connection therewith (including including, without limitation, (Ax) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties Parties promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (By) permitting the other parties Parties to review in advance, and consulting with the other parties Parties on, any proposed filing, submission or communication (whether verbal or written) by such party Party to any Governmental Authority, and (Cz) giving the other parties Parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ including, without limitation, employing such resources as are necessary to (x) obtain and/or maintain all approvalsthe Requisite Regulatory Approvals. Notwithstanding the foregoing or any other provision of this Agreement, consents, registrations, permits, authorizations the Company agrees that Parent shall have the right to determine and other confirmations required to be obtained from any third party direct the strategy and (y) obtain process by which the Parties will seek the Requisite Regulatory Approvals and taking any shall take the lead in all meetings and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by communications with any Governmental Authority so as to enable the parties hereto to expeditiously consummate the TransactionsAuthority, including committing to and effecting, by consent decree, hold separate ordersdetermining the appropriate timing of any such meeting or communications (including the timing of the submission of any filing with, or otherwisethe response to any request by, a Governmental Authority or any action to be taken pursuant to this Section 6.08(a)). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the restructuring, reorganization, sale, divestiture or disposition proper officers and directors of such of its assets, properties or businesses; provided, that no party hereto each Party to this Agreement shall be required use their reasonable best efforts to take any all such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effectaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties hereto shall, and shall cause their respective Representatives shall (i) make promptly its respective filingsAffiliates to, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) make an appropriate action, filing of a Notification and Report Form pursuant to do, or cause the HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be done, requested pursuant to the HSR Act (including by substantially complying with any second request for information pursuant to the HSR Act); (ii) make any additional filings required by any applicable Competition Law and take all things other actions reasonably necessary, proper or advisable advisable, as determined upon the reasonable mutual agreement of the parties, subject to Section 5.4(b), to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, and comply with applicable Foreign Antitrust Laws, as promptly as practicable; and (iii) subject to applicable Laws or otherwise relating to consummate access to and make effective the Transactionsexchange of information, including using use its reasonable best efforts to employ (A) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such resources as are necessary to party from, or given by such party to, the Federal Trade Commission (xthe “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) obtain and/or maintain all approvalsor any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, consents, registrations, permits, authorizations and other confirmations required to be obtained from in each case regarding any third party of the Transactions; and (yC) obtain consult with the Requisite Regulatory Approvals and taking other parties in advance of any and all steps necessary to avoid meeting or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwiseconference with, the restructuringFTC, reorganization, sale, divestiture the DOJ or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if other Governmental Authority, and to the extent permitted by the FTC, the DOJ or such action would result other applicable Governmental Authority, give the other parties the opportunity to attend and participate in or may be reasonably likely to result in a Company Material Adverse Effectsuch meetings and conferences.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including including, without limitation, (Ax) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its affiliates receives from any Governmental Authority in connection with such filings or submissions, (By) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (Cz) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using including, without limitation, employing such resources and taking all steps as are necessary to obtain the Requisite Regulatory Approvals, if required to consummate the Transactions; provided, that none of the Company, Parent, Merger Sub or any of their respective affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets. The parties agree to cooperate in good faith to determine and direct the strategy and process by which the parties will seek the Requisite Regulatory Approvals. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to employ take all such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effectaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (and their respective Representatives Parent shall procure the other Buyer Group Parties to) (i) make promptly its respective filings, the Specified Filings and thereafter make any other related required submissions, submissions with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissionssubmissions or otherwise relating to the consummation of the Transactions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental AuthorityAuthority relating to the consummation of the Transactions, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiryinquiry relating to the consummation of the Transactions); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and applicable Laws or otherwise to consummate and make effective the TransactionsTransactions as soon as reasonably practicable, including using reasonable best efforts to employ such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition applicable Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided that the Company shall not agree to any such hold separate, restructuring, reorganization, sale, divestiture or disposition without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed); provided, further, that no party hereto none of the Buyer Group Parties shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that would materially and adversely limit its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets unless any such action if is subject to the consummation of the Merger. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action would result action. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, none of the Company, Parent or may Merger Sub shall (and Parent shall procure the other Buyer Group Parties not to) make, or cause to be reasonably likely to result in a Company Material Adverse Effectmade, any filings or submissions with or to, or seek any approvals or authorizations from, any Governmental Authority (other than the Specified Filings) without the prior written consent of each party hereto.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives party shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the obligations in Section 5.10, each party hereto agrees to (i) make effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR Act, (ii) comply with the requirements of section 114 of the Competition Act or, if agreed to by each of the parties hereto, Purchaser may also, or in the alternative, submit a request for an advance ruling certificate pursuant to section 102 of the Competition Act, and (iii) make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable. With respect to the HSR Act and the Competition Act, such filings shall be made no later than ten Business Days after the date of this Agreement. Each party shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, the Competition Act or any other Antitrust Laws and take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act, the Competition Act and any other applicable Antitrust Laws as soon as reasonably practicable. Each of Parent and Purchaser, on the one hand, and Seller, on the other hand, shall, in connection with the efforts referenced in Section 5.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act, the Competition Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including using any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Authority, including the Canadian Competition Bureau (the "Bureau") and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party and/or its counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, the Bureau or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ, the Bureau or such other applicable Governmental Authority or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Antitrust Law" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Competition Act and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. In furtherance and not in limitation of the covenants of the parties contained in Sections 5.3(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ, the Bureau or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent the consummation of the transactions contemplated hereby due to the failure to satisfy the conditions in this Agreement, each of Parent, Purchaser and Seller shall use its reasonable best efforts to employ resolve any such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid objections or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority suits so as to enable permit consummation of the parties hereto transactions contemplated by this Agreement. Parent and Purchaser further agree, in order to expeditiously consummate resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent the Transactionsconsummation of the transactions contemplated hereby due to the failure to satisfy the conditions in this Agreement, including committing to and effecting, by consent decree(i) sell, hold separate ordersor otherwise dispose of the assets to be acquired in this transaction in a manner which would resolve such objections or suits or (ii) agree to sell, hold separate or otherwise dispose of the assets to be acquired in this transaction in a manner which would resolve such objections or suits or (iii) permit the sale, holding separate or other disposition of the assets to be acquired in this transaction in a manner which would resolve such objections or suits, in each case so that the conditions set forth in this Agreement are timely satisfied. Subject to the obligations under Section 5.3(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any transaction contemplated by this Agreement, or otherwiseany other agreement contemplated hereby (i) each of Parent, the restructuring, reorganization, sale, divestiture or disposition of such of Purchaser and Seller shall cooperate in all respects with each other and use its assets, properties or businesses; provided, that no party hereto shall be required respective best efforts to take contest and resist any such action if or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) Parent and Purchaser must defend, at their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.3 or Section 5.10 shall limit a party's right to terminate this Agreement pursuant to Section 10.1(b) so long as such action would result party has up to then complied in all material respects with its obligations under this Section 5.3 or may Section 5.10. The filing fees under any Antitrust Law, including the HSR Act and the Competition Act, shall be reasonably likely borne by the Purchaser. Notwithstanding the foregoing, the Seller and Purchaser shall (and shall cause their respective Affiliates to) respond at their own cost as promptly as practicable to result any inquiries received from the FTC or the DOJ for additional information or documentation (including a second request) and to all inquiries and requests received from any other Governmental Authority in a Company Material Adverse Effectconnection with any Antitrust Law.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreementhereof, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate facilitate to satisfaction and make effective each condition to the Transactionsconsummation of the transactions, including without limitation the Stock Purchase, contemplated by this Agreement, including but not limited to (i) cooperating in the preparation and filing of any required filings under the HSR Act, and any amendments to any thereof and (ii) using its reasonable best efforts to employ such resources make all required regulatory filings and applications and to obtain at the lowest practicable cost all Licenses and Permits, consents, waivers of rights of first refusal and similar rights, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company, its Subsidiaries and the Investment Entities as are necessary for the consummation of the transactions contemplated by this Agreement, or to (x) obtain and/or maintain all approvalspermit such Licenses and Permits, consents, registrationswaivers of rights of first refusal and similar rights, permitsapprovals, authorizations authorizations, qualifications, orders and other confirmations contracts to continue in effect without modification after the Closing Date. Notwithstanding the foregoing, (A) the Funds shall not be required to be obtained from incur or assume any third party and liability or obligation of any nature (yincluding, without limitation, making any amendment or modification to any existing agreement, arrangement or understanding) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so Entity or other third party, (B) the Company's and the Funds' obligations under Section 4.20 shall only be as set forth therein and shall not be subject to enable this Section 4.7, (C) the parties hereto Purchaser shall have no obligation to expeditiously consummate obtain (or assist in obtaining) the TransactionsDistribution Financing except as specifically set forth in Section 4.20, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that (D) no party hereto shall be required to take commence litigation and (E) neither the Company, the Purchaser nor any such action if such action would result in of their respective Subsidiaries shall be required to incur or may be reasonably likely assume any liability or obligation of any nature (including, without limitation, making any amendment or modification to result in a Company Material Adverse Effect.any existing agreement, arrangement or understanding) to any Governmental Entity or other third party that is not conditioned on, and effective only upon the occurrence of, the Closing. 50 44

Further Action; Reasonable Best Efforts. (a) Upon To the terms and subject to extent required by applicable Laws, the conditions Parent Parties shall, as soon as reasonably practicable after the date of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filingsall filings with MOFCOM relating to this Agreement and the transactions contemplated hereby as required by the PRC Anti-Monopoly Law, made effective as of August 1, 2008 (the “PRC Anti-Monopoly Law”), and thereafter make any other (ii) prepare and file all filings required submissionsto obtain the Regulatory Approvals (the filings described in the foregoing clauses (i) and (ii) collectively, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and “Regulatory Filings”). The Company shall cooperate fully with the other parties Parent Parties in exchanging such information and providing such assistance as the other parties Parent Parties may reasonably request in connection therewith (including with the Regulatory Filings. The Company, on the one hand, and the Parent Parties, on the other hand, shall, (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notify the other parties party(ies) promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissionsthe Regulatory Filings, (B) permitting permit the other parties to review in advance, and consulting consult with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving give the other parties party(ies) the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); . The Company, on the one hand, and (ii) cooperate with the Parent Parties, on the other parties hereto and use its reasonable best effortshand, and cause its Subsidiaries to shall use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ including, without limitation, (A) employing such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite PRC Antitrust Clearance and the Regulatory Approvals and (B) taking any and all steps necessary to avoid or eliminate each and every impediment under the PRC Anti-Monopoly Law and any antitrust or competition Law other applicable Law, that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including including, without limitation, committing to and effecting, following the Closing, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto the Company shall not agree to take any such steps (including any hold separate, restructuring, reorganization, sale, divestiture or disposition) without the prior written consent of the Parent Parties; provided, further, that none of the Parent Parties or any of their Affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its business, services or assets in any material respect. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to agree to any term or take or omit to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effectconnection with obtaining the PRC Antitrust Clearance and the Regulatory Approvals that is not conditioned upon the consummation of the Merger and the other transactions contemplated by this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including including, without limitation, (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ such resources as are necessary to (x) obtain and/or maintain all approvalsincluding, consentswithout limitation, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including including, without limitation, committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto the Company shall be required not agree to take any such steps (including any hold separate, restructuring, reorganization, sale, divestiture or disposition) without the prior written consent of Parent; provided further, that nothing herein shall prohibit the Company from taking or committing to any action if pursuant to Section 6.04(d). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action would result in or may be reasonably likely to result in a Company Material Adverse Effectaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) promptly make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including including, without limitation, (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its affiliates receives from any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ including, without limitation, (A) employing such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and (B) taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including including, without limitation, committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto the Company shall be required not agree to take any such steps (including any hold separate, restructuring, reorganization, sale, divestiture or disposition) without the prior written consent of Parent; provided further that nothing herein shall require the Company or its Subsidiaries to take any action if that is not contingent upon the Closing. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action would result in or may be reasonably likely to result in a Company Material Adverse Effectaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives Parties shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best effortsefforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable Laws or otherwise, and each shall cooperate with the other, to consummate and make effective the Transactions, including using its Subsidiaries reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to Contracts with the Studio Entities as set forth in Section 3.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Transactions. In case, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each Party shall use their reasonable best efforts to take all such action. Subject to the terms and conditions of this Agreement, the Parties agree to use their respective reasonable best effortsefforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the TransactionsTransactions and cause the conditions to the Transactions to be satisfied. In furtherance and not in limitation of the foregoing, including using each of the Parties shall (and shall cause their respective Subsidiaries and Affiliates to) (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof, to file or cause to be filed any and all required notification and report forms under the HSR Act with respect to the Transactions contemplated by this Agreement, (ii) use all reasonable best efforts to employ such resources as are necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act, and (xiii) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required supply or cause to be obtained from supplied to any third party and (y) obtain the Requisite Regulatory Approvals and taking Governmental Authority as promptly as practicable any and all steps necessary to avoid additional information or eliminate each and every impediment under any antitrust or competition Law documentary material that may be asserted requested pursuant to any Law or by any such Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse EffectAuthority.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including including, without limitation, (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ including, without limitation, employing such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including including, without limitation, committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in have or may be reasonably likely to result in have a Company Material Adverse Effect.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreementhereof, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate facilitate to satisfaction and make effective each condition to the Transactionsconsummation of the transactions, including without limitation the Stock Purchase, contemplated by this Agreement, including but not limited to (i) cooperating in the preparation and filing of any required filings under the HSR Act, and any amendments to any thereof and (ii) using its reasonable best efforts to employ such resources make all required regulatory filings and applications and to obtain at the lowest practicable cost all Licenses and Permits, consents, waivers of rights of first refusal and similar rights, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company, its Subsidiaries and the Investment Entities as are necessary for the consummation of the transactions contemplated by this Agreement, or to (x) obtain and/or maintain all approvalspermit such Licenses and Permits, consents, registrationswaivers of rights of first refusal and similar rights, permitsapprovals, authorizations authorizations, qualifications, orders and other confirmations contracts to continue in effect without modification after the Closing Date. Notwithstanding the foregoing, (A) the Funds shall not be required to be obtained from incur or assume any third party and liability or obligation of any nature (yincluding, without limitation, making any amendment or modification to any existing agreement, arrangement or understanding) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so Entity or other third party, (B) the Company's and the Funds' obligations under Section 4.20 shall only be as set forth therein and shall not be subject to enable this Section 4.7, (C) the parties hereto Purchaser shall have no obligation to expeditiously consummate obtain (or assist in obtaining) the TransactionsDistribution Financing except as specifically set forth in Section 4.20, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that (D) no party hereto shall be required to take commence litigation and (E) neither the Company, the Purchaser nor any such action if such action would result in of their respective Subsidiaries shall be required to incur or may be reasonably likely assume any liability or obligation of any nature (including, without limitation, making any amendment or modification to result in a Company Material Adverse Effectany existing agreement, arrangement or understanding) to any Governmental 50 44 Entity or other third party that is not conditioned on, and effective only upon the occurrence of, the Closing.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, Authority and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); ) and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, take or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ employing such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and Overseas Investment Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, provided that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in have a Company Material Adverse Effect.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreementherein provided, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect agrees to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its commercially reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise Law to consummate and make effective the TransactionsMerger and the other transactions contemplated hereby, including using (i) the use of commercially reasonable best efforts to employ such resources satisfy the conditions precedent to the obligations of any of the parties hereto, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as are may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (xiii) obtain and/or maintain the obtaining of all approvals, necessary consents, registrationsapprovals or waivers from third parties, permits(iv) the defending of any lawsuits or other legal proceedings, authorizations and other confirmations required to be obtained from any third party whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (yv) obtain the Requisite Regulatory Approvals execution and taking delivery of any and all steps additional instruments reasonably necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businessestransactions contemplated hereby; provided, however, that no party hereto none of Parent, Merger Sub, the Company or any of their respective Subsidiaries shall be required to take pay any fees or make any other payments to any such action if Person in order to obtain any such action would result approval, consent, ratification, permission, waiver or authorization (other than normal filing fees imposed by Law). Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s public filing system) or may be reasonably likely any other information supplied by such party to result a Governmental Entity in connection with this Agreement and the transactions contemplated hereby; provided that neither party is obligated to share any document submitted to or received from a Company Material Adverse EffectGovernmental Entity that reflects the negotiations between the parties or the valuation of some or all of any party’s business or assets.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties hereto shall, and shall cause their respective Representatives shall (i) make promptly its respective filingsAffiliates to, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) make an appropriate action, filing of a Notification and Report Form pursuant to do, or cause the HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be done, requested pursuant to the HSR Act; (ii) make any additional filings required by the HSR Act and take all things other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act, and comply with applicable Foreign Antitrust Laws, as promptly as practicable; (iii) make an appropriate filing of a voluntary notification pursuant to the Exon-Fxxxxx Amendment with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Exon- Fxxxxx Amendment, and (iv) subject to applicable Laws or otherwise relating to consummate access to and make effective the Transactionsexchange of information, including using use its reasonable best efforts to employ (A) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry under or relating to the HSR Act; (B) keep the other parties informed of any communication received by such resources as are necessary party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (C) permit the other parties hereto to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required review in advance any communication intended to be obtained from given by it to, and consult with the other parties in advance of any third meeting or conference with, the FTC, the DOJ or any such other Governmental Authority, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and participate in such meetings and conferences. In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), but subject to Section 5.4(c), in the event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (or threatened to be instituted) by a Governmental Authority or private party and (y) obtain challenging any of the Requisite Regulatory Approvals and taking any and all steps necessary to avoid Transactions or eliminate each and every impediment under any antitrust or competition Law in the event that may be asserted by any Governmental Authority so as shall otherwise object to enable the parties hereto to expeditiously consummate any of the Transactions, including committing each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts: (A) to vigorously defend, contest and effectingresist any such proceeding, by claim, suit, action or challenge; (B) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions; and (C) to resolve objections. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, hold separate ordersmake any divestiture, accept any operational restriction or otherwise, the restructuring, reorganization, sale, divestiture take or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required commit to take any action that would reasonably be expected to limit: (i) the freedom of action of Parent or its Subsidiaries or Affiliates with respect to the operation of, or Parent's ability to retain, the Company or any businesses, product lines or assets of the Company, or (ii) Parent's or its Subsidiaries' or Affiliates' ability to retain, own or operate any portion of the businesses, product lines or assets of Parent or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Parent or its Subsidiaries or Affiliates or the Company or its Subsidiaries. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b)(i) or (ii) so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. The Company shall (i) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (ii) if such any state takeover statute or similar Law becomes applicable to any of the Transactions, take all action would result in or necessary to ensure that the Transactions may be reasonably likely to result in a Company Material Adverse Effectconsummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including including, without limitation, (A1) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (B2) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C3) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be required deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (B) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ business, assets or properties; provided, further, that nothing herein shall require the Company or any Company Subsidiary to take any such action if that is not contingent upon the Closing or that would be effective prior to the Effective Time. In furtherance of the foregoing, the Company and Parent shall cooperate to mutually agree on the strategy and process by which the parties will seek the requisite regulatory approvals and shall both participate, to the extent practical, in all meetings and communications with any Governmental Authority, including by determining the appropriate timing of any such meeting or communications (including the timing of the submission of any filing with, or the response to any request by, a Governmental Authority or any action would result in or may to be reasonably likely taken pursuant to result in a Company Material Adverse Effectthis Section 7.08(a)).

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental or Regulatory Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the TransactionsTransactions (if applicable), and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including including, without limitation, (Ax) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its affiliates receives from any Governmental or Regulatory Authority in connection with such filings or submissions, (By) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental or Regulatory Authority, and (Cz) giving the other parties the opportunity to attend and participate at any meeting with any Governmental or Regulatory Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using including, without limitation, employing such resources and taking all steps as are necessary to obtain the Requisite Regulatory Approvals, if required to consummate the Transactions; provided, that none of the Company, Parent, Merger Sub or any of their respective affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets. The parties agree to cooperate in good faith to determine and direct the strategy and process by which the parties will seek the Requisite Regulatory Approvals. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to employ take all such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effectaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, Authority and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); ) and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, take or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, provided that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in have a Company Material Adverse Effect.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) promptly make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including including, without limitation, (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from notifying the other parties promptly before making of any substantive communication (whether verbal or written) with it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ including, without limitation, (A) employing such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and (B) taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including including, without limitation, committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto Group Company shall be required to take any such action if such action would result in or may be reasonably likely be expected to result in have a Company Material Adverse Effect; provided further, that none of Parent, Merger Sub or any of their affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties hereto shall, and shall cause their respective Representatives shall (i) make promptly its respective filingsAffiliates to, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) make an appropriate action, filing of a Notification and Report Form pursuant to do, or cause the HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be done, requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all things other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, and comply with applicable Foreign Antitrust Laws, as promptly as practicable; and (iii) subject to applicable Laws or otherwise relating to consummate access to and make effective the Transactionsexchange of information, including using use its reasonable best efforts to employ (A) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such resources as are necessary to party from, or given by such party to, the Federal Trade Commission (xthe “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) obtain and/or maintain all approvalsor any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, consents, registrations, permits, authorizations and other confirmations required to be obtained from in each case regarding any third party of the Transactions; and (yC) obtain permit the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the other parties hereto to expeditiously consummate review in advance any communication intended to be given by it to, and consult with the Transactions, including committing to and effecting, by consent decree, hold separate orders, other parties in advance of any meeting or otherwiseconference with, the restructuringFTC, reorganization, sale, divestiture the DOJ or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if other Governmental Authority, and to the extent permitted by the FTC, the DOJ or such action would result other applicable Governmental Authority, give the other parties the opportunity to attend and participate in or may be reasonably likely such meetings and conferences. To the extent permitted by Law, Parent shall have the right to result direct all matters relating to compliance with Competition Laws in a Company Material Adverse Effectconnection with any Transaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives Affiliates shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ employing such resources as are necessary to obtain the Requisite Regulatory Approvals; provided that (x) obtain and/or maintain all approvalsnone of Parent, consents, registrations, permits, authorizations and other confirmations Merger Sub or any of their respective Affiliates or Representatives shall be required to be obtained from accept any third party onerous condition or mitigation measure imposed upon it that would materially and adversely affect its interest in the Transaction, including, without limitation, to commit to or effect, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses, or accept any prohibition or limitation on the ownership or operation of, or any arrangement that would apply to, any of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses and (y) obtain the Requisite Regulatory Approvals and taking Company shall, at Parent’s request, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, however, that no party hereto (1) the Company may expressly condition any such sale, holding separate or other disposal, and any agreement to take any such action or to conduct its or any of its Subsidiaries’ business in any manner, upon the consummation of the Merger and other Transactions and (2) the Company shall not be required to take any such action if such action would result in have or may be reasonably likely to result in have a Company Material Adverse Effect.