Common use of HSR Filings Clause in Contracts

HSR Filings. From time to time during the term hereof as may be required, the Company and the Investor each shall execute and file, or cause the execution and filing of, all applications and documents that may be required by the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") a premerger notification form and any other supplemental information which may be requested in connection with this Agreement and the transactions contemplated hereby pursuant to HSR, which filings and supplemental information will comply in all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each shall use their best commercial efforts to take such action as may be required to cause the expiration or early termination the notice periods under HSR as promptly as possible after any applicable filing date and to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under HSR; provided, however, notwithstanding the foregoing, neither party shall agree to any change or amendment to this Agreement unless such change or amendment is agreed to by the other party in advance. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or the transactions contemplated hereby as violative of HSR, the Company and the Investor shall cooperate and use best commercial efforts to contest and resist any such action 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 and/or effectiveness of the Agreement or the transactions contemplated hereby, unless by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order beyond the first anniversary of the applicable filing date.

HSR Filings. From time Each Preferred Stockholder hereto agrees, if applicable, to time during the term hereof as may be required, the Company and the Investor each shall execute and file, or cause the execution and filing of, all applications and documents that may be required by the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") a premerger notification form and any other supplemental information which may be requested in connection with this Agreement and the transactions contemplated hereby pursuant to HSR, which filings and supplemental information will comply in all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon make an appropriate course filing of action. The Company a Pre-Merger Notification and Report Form under the Investor each shall use their best commercial efforts to take such action as may be required to cause the expiration or early termination the notice periods under HSR as promptly as possible after any applicable filing date and to resolve such objections, if any, as may be asserted Act with respect to the transactions contemplated by this the Merger Agreement within five (5) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each Preferred Stockholder shall pay its own HSR Act filing fees. Each Preferred Stockholder shall use its respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under HSRthe HSR Act and to obtain such other approvals of, and take such action with respect to, any Antitrust Division or any other Governmental Authority, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the foregoingcontrary, neither in no event shall any Preferred Stockholder or any of its Affiliates be required to (a) commence or threaten to commence litigation; (b) agree to hold separate, divest, license or cause a third party shall to purchase, any of the assets or businesses of such Preferred Stockholder or any of its Affiliates; or (c) otherwise agree to any change restrictions on the businesses of such Preferred Stockholder or amendment any of its Affiliates in connection with avoiding or eliminating any restrictions to this Agreement unless such change the consummation of the Contemplated Transactions under any applicable Law or amendment is agreed to by the other party in advanceOrder. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or the transactions contemplated hereby as violative of HSR, the The Company and the Investor shall cooperate and use best commercial efforts to contest and resist any such action 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 and/or effectiveness of the Agreement or the transactions contemplated hereby, unless by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The parties hereto will consult Preferred Stockholder shall coordinate and cooperate with one another, another in exchanging and consider providing such information to each other and in good faith making the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions filings and proposals made or submitted requests contemplated by or on behalf of any party hereto in connection with proceedings under or relating to HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order beyond the first anniversary of the applicable filing datethis Section 12.

HSR Filings. From time to time during The Parties shall each, as promptly as practicable after the term hereof as may be requiredExecution Date, the Company and the Investor each shall execute and file, file or cause to be filed with the execution and filing of, all applications and documents that may be required by the U.S. Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice ("Antitrust Division") a premerger notification form and any other supplemental information which may be requested in connection with this Agreement and the transactions contemplated hereby pursuant to HSR, which filings and supplemental information will comply in all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each shall use their best commercial efforts to take such action as may be notifications required to cause be filed under the expiration or early termination HSR Act (the notice periods under “HSR as promptly as possible after any applicable filing date and to resolve such objections, if any, as may be asserted Filings”) with respect to the transactions contemplated hereby; provided that the Parties shall each make the HSR Filing within [**] after the Execution Date. The Parties shall use their reasonable best efforts to respond promptly to any requests for additional information made by such agencies, and to cause the waiting period (and any extension thereof) under the HSR Act to terminate or expire at the earliest possible date after the date of filing, including by requesting early termination of the waiting period. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filing; and Sanofi shall be responsible for paying the filing fee required under the HSR Act. Notwithstanding anything in this Agreement under HSR; providedto the contrary, however, notwithstanding the foregoing, neither party shall agree to any change or amendment to this Agreement (other than this Article 12 and Section 10.3, which are binding and effective as of the Execution Date) shall become effective (unless terminated prior to such change date) [**] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. after the expiration or amendment earlier termination of the waiting period (or any extension thereof) under the HSR (the date that is agreed [**] after such expiration or earlier termination, the “Effective Date”). Subject to by the foregoing sentence, upon the Effective Date the full Agreement and all its terms and provisions shall be automatically effective and binding on both Parties. If, on the [**] after the date of filing under the HSR Act the waiting period (and any extension thereof) required thereunder has not expired or been terminated, either Party shall have the right, on written notice to the other party in advance. In connection therewithParty, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated terminate this Agreement, and upon receipt of such notice by such other Party, this Agreement or the transactions contemplated hereby as violative of HSR, the Company shall be null and the Investor shall cooperate void and use best commercial efforts to contest have no further force and resist any such action 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 and/or effectiveness of the Agreement or the transactions contemplated hereby, unless by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order beyond the first anniversary of the applicable filing dateeffect.

HSR Filings. From time As promptly as practicable after the execution of this Agreement, each of Seller and Purchaser shall make (or shall cause its respective "ultimate parent entities" as defined under the HSR Act to time during make) any and all required governmental filings required under the term hereof as may be requiredHSR Act ("HSR Filings"), with respect to the Company transactions contemplated under this Agreement and the Investor each Ancillary Agreements, and shall execute and file, use its respective best efforts to respond promptly to all inquiries or cause the execution and filing of, all applications and documents that may be required by the Federal Trade Commission ("FTC") and the Antitrust Division of requests for additional information or documentation from the Department of Justice ("Antitrust DivisionDOJ"), the Federal Trade commission ("FTC") a premerger notification form and or any other supplemental information which may be requested in connection with this Agreement Governmental Entity, as applicable. Each of Seller and the transactions contemplated hereby pursuant to HSR, which filings and supplemental information will comply in all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each Purchaser shall use their its respective best commercial efforts to take such action as may be required to cause the expiration or early termination the notice periods under HSR as promptly as possible after any applicable filing date and to resolve such objections, if any, as DOJ, FTC or any other Governmental Entity, as applicable, may be asserted assert under applicable antitrust laws with respect to the transactions contemplated by this Agreement under HSRTransaction; provided, however, notwithstanding the foregoingthat (i) neither Seller nor Purchaser shall be required hereunder to divest itself of any assets, properties or businesses and (ii) neither party Seller nor Purchaser shall agree be required to consent to any change modification or amendment of this Agreement. In the event an action is instituted by DOJ, FTC or any other Governmental Entity challenging the Transaction as violative of applicable antitrust laws or an investigation is commenced, each of Purchaser and Seller will use its respective best efforts to resolve such action or investigation. Each of Seller and Purchaser, as applicable, will notify the other of all correspondence, filings or communications between such party and its representatives, on the one hand, and DOJ and/or FTC, or any other Governmental Entity, on the other hand, with respect to this Agreement unless such change or amendment is agreed to by Agreement, the Ancillary Agreements and the transactions contemplated herein and therein. Each of Seller and Purchaser, as applicable, will furnish the other party in advance. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or the transactions contemplated hereby with such necessary information and reasonable assistance as violative of HSR, the Company and the Investor shall cooperate and use best commercial efforts to contest and resist any such action 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 and/or effectiveness of the Agreement or the transactions contemplated hereby, unless by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, party may request in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order beyond the first anniversary preparation of the applicable filing dateHSR Filings. Each of Purchaser and Seller shall, from time to time and on a reasonably timely basis, advise the other, or its designated representatives, in reasonable detail of the status and progress of Purchaser's or Seller's, as applicable, HSR Filings.

HSR Filings. From time to time during the term hereof Each Party shall prepare, as may be required, the Company and the Investor each shall execute and file, or cause soon as is practical following the execution and filing ofof this Agreement, all applications and documents necessary filings in connection with the transactions contemplated by this Agreement that may be required under the HSR Act. Each Party shall use commercially reasonable efforts to submit such filings within ten (10) Business Days after the Agreement Date. Each of the Parties covenants to (a) comply, at the earliest practicable date, with any request under the HSR Act for additional information, documents or other materials received by such Party from the Federal Trade Commission ("“FTC"”) and the Antitrust Division of or the Department of Justice ("Antitrust Division"“DOJ”) a premerger notification form and or any other supplemental information which may be requested Governmental Entity in respect of such filings or the transactions contemplated by this Agreement; (b) cooperate with the other Party in connection with this Agreement and any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity under the transactions contemplated hereby pursuant to HSR, which filings and supplemental information will comply in all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each shall use their best commercial efforts to take such action as may be required to cause the expiration or early termination the notice periods under HSR as promptly as possible after any applicable filing date and to resolve such objections, if any, as may be asserted Act with respect to the transactions contemplated by this Agreement Agreement, including furnishing to the other Party any information that the other Party may reasonably request; (c) keep the other Party apprised of the status of any inquiries made by a Governmental Entity; and (d) use commercially reasonable efforts to cause the waiting periods under HSRthe HSR Act to terminate or expire at the earliest possible date after the date of the HSR filing; provided, provided however, notwithstanding the foregoingthat nothing in this Section 10.2 or Section 8.3 shall require Buyer to (i) incur any material Liability or obligation of any kind, neither party shall (ii) agree to any change sale, transfer, license, separate holding, divestiture or amendment other disposition of, or to this Agreement unless such change any prohibition of, or amendment is agreed to by the other party in advance. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or the transactions contemplated hereby as violative of HSRlimitation on, the Company and the Investor shall cooperate and use best commercial efforts to contest and resist acquisition, ownership, operation, effective control or exercise of full right of ownership of any such action asset 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 and/or effectiveness assets of the Agreement businesses of Buyer or Seller, (iii) agree to any other structural or conduct remedy or (iv) agree to litigate. Buyer and its counsel shall be responsible for discussions with the transactions contemplated herebyFTC, unless by mutual agreement the Company DOJ and the Investor decide that such action is not in their respective best interestsany other antitrust authorities, after reasonable consultation and coordination with Seller and its counsel. The parties hereto will consult Any and cooperate with one another, and consider in good faith the views of one another, all fees required in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order beyond the first anniversary filing of the applicable filing datenotices required under the HSR Act shall be borne solely by Buyer.

HSR Filings. From time (a) In addition to time during and without limiting the term hereof as may be requiredagreements contained in Section 6.5 hereof, Purchaser, Sub and the Company will (i) take promptly all actions necessary to make the filings required of Purchaser, Sub or any of their affiliates under the HSR Act, (ii) comply at the earliest practicable date with any formal or informal inquiry including, but not limited to, any request for additional information or documentary material received by Purchaser, Sub or any of their affiliates from the FTC or DOJ pursuant to the HSR Act and (iii) cooperate with the Investor each shall execute and file, or cause the execution and filing of, all applications and documents that may be required by the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") a premerger notification form and any other supplemental information which may be requested Company in connection with this Agreement any filing of the Company under the HSR Act and in connection with responding to or resolving any investigation or other inquiry concerning the transactions contemplated hereby pursuant to HSRby this Agreement commenced by either the FTC or DOJ or state attorneys general. (b) In furtherance and not in limitation of the covenants contained in Sections 6.5 and Section 6.6(a) hereof, which filings and supplemental information will comply in all material respects with HSR. The Company Purchaser, Sub and the Investor shall cooperate fully with each other in connection with the preparation of such filings and Company shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each shall use their best commercial efforts to take such action as may be required to cause the expiration or early termination the notice periods under HSR as promptly as possible after any applicable filing date and to resolve such objections, if any, as may be asserted with respect to the Offer, the Merger or any other transactions contemplated by this Agreement under HSR; providedany Antitrust Law whether such objection is raised by a private party or governmental or regulatory authority. If any administrative, however, notwithstanding the foregoing, neither party shall agree to any change judicial or amendment to this Agreement unless such change or amendment is agreed to by the other party in advance. In connection therewith, if any administrative or judicial legislative action or proceeding is instituted (or threatened to be instituted) challenging the Offer, the Merger or any transaction other transactions contemplated by this Agreement or the transactions contemplated hereby as violative of HSRany Antitrust Law, each of the Company and the Investor shall parties hereto agrees to cooperate and use its best commercial efforts vigorously to contest and resist any such action or proceeding proceeding, and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction or other order, order (whether temporary, preliminary or permanent that is in effect and that prohibits, prevents, or restricts consummation and/or effectiveness of the Agreement or the transactions contemplated hereby, unless by mutual agreement the Company and the Investor decide that permanent) (any such action is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order beyond the first anniversary is hereafter referred to as an "ORDER") that is in effect and that restricts, prevents or prohibits consummation of the Offer, the Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative actions. Each of Purchaser and Sub also agrees to use its best efforts to take such action, including, without limitation, agreeing to hold separate or to divest any of the businesses, product lines, or assets of Purchaser or Sub or any of their affiliates or, following the consummation of the Offer or the Effective Time, of the Company or any of its Subsidiaries, as may be required (a) by the applicable filing date.governmental or regulatory authority (including without limitation the FTC, DOJ or any state attorney general) in order to resolve such objections as such governmental or regulatory authority may have to such transactions under such Antitrust Law, or (b) by any domestic or foreign court or other tribunal, in any action or proceeding brought by a private party or governmental or regulatory authority challenging such transactions as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of any such transactions. The entry by a court or other tribunal, in any action or proceeding brought by a private party or governmental or regulatory authority challenging the transactions contemplated hereby as violative of any Antitrust Law, of an Order permitting such transactions, but requiring that any of the businesses, product lines or assets of any of Purchaser, Sub or any of their affiliates or, following the consummation of the Offer or the Effective Time, of the Company or any of its Subsidiaries be divested or held separate by Purchaser and Sub, or that would otherwise limit Purchaser's or Sub's freedom of action with respect to, or their ability to retain, the Company, any of its Subsidiaries or any businesses, product lines or assets thereof or any of Purchaser's or Sub's or their respective affiliates' other businesses, product lines or assets, shall not be deemed a failure to satisfy any of the conditions specified in Article VII hereof. 25

HSR Filings. From time to time during the term hereof as may be required, the Company and the Investor each shall execute and file, or cause Promptly after the execution and filing ofof this Agreement, all applications and documents that may be required by both Parties shall file the appropriate notices with respect to the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission ("“FTC"”) and the Antitrust Division of the Department of Justice ("“DOJ”) under the Xxxx Xxxxx Xxxxxx Antitrust Division") a premerger notification form Improvements Act of 1976, as amended (“HSR Act”). Each of the Parties shall promptly supply the other with any information that may reasonably be required in order to effectuate the filings under the HSR Act. Each of the Parties shall notify the other promptly upon receipt from the FTC or DOJ in connection with any filing made under the HSR Act and of any request for amendments or supplements to any such filings or of any communications with, and any other supplemental inquiries or requests for additional information which may be requested from, the FTC and DOJ. Each Party shall comply promptly, in connection accordance with this Agreement and the transactions contemplated hereby pursuant to HSRadvice received from counsel, which filings and supplemental information will comply in all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor with any such inquiry or request, provided, however, that neither Party shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each shall use their best commercial efforts to take such action as may be required to cause consent to the expiration divestiture or early termination other disposition of any of its assets or the notice periods under HSR as promptly as possible after assets of its Affiliates or to consent to any applicable filing date other structural or conduct remedy, and each Party and its Affiliates shall have no obligation to resolve such objectionscontest, if anyadministratively or in court, as may be asserted any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement under HSR; provided, however, notwithstanding the foregoing, neither party Agreement. Each Party shall agree to any change or amendment to this Agreement unless such change or amendment is agreed to by the other party be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in advance. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or with obtaining clearance of the transactions contemplated hereby as violative of HSR, from the Company FTC and the Investor shall cooperate and use best commercial efforts to contest and resist any such action or proceeding and to have vacatedDOJ, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent except that is in effect and that prohibits, prevents, or restricts consummation and/or effectiveness of Novo will pay the Agreement or the transactions contemplated hereby, unless filing fees incurred by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, both Parties in connection with any analysesthe filings required pursuant to the HSR Act. The Effective Date shall not be deemed to have occurred and this Agreement (other than this Article 13 and Articles 1, appearances11, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order beyond the first anniversary of the applicable filing date.16 and

HSR Filings. From time (a) Without limiting the generality of Section 5.9, each Party shall, and shall cause its Affiliates to, use their reasonable best efforts to time during (i) file with the term hereof as may be requiredUnited States Federal Trade Commission and the United States Department of Justice, the Company Notification and Report Form required for the Investor each shall execute and file, or cause Transactions pursuant to the HSR Act within 10 Business Days following the execution and filing ofof this Agreement, all applications and (ii) supply as promptly as practicable any additional information or documents that may be required by the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") a premerger notification form and any other supplemental information which may be requested in connection with this Agreement and the transactions contemplated hereby pursuant to HSR, which filings the HSR Act and supplemental information will comply in (iii) take all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each shall use their best commercial efforts to take such action as may be required actions necessary to cause the expiration or early termination of the notice applicable waiting periods under HSR as promptly as possible after any applicable filing date and to resolve such objectionsobtain any Permit required under the HSR Act as soon as reasonably practicable. Each Party shall, if anyand shall cause its respective Affiliates to, as may be asserted comply substantially with any additional requests for information, including requests for production of documents and production of witnesses for interviews, investigational hearings or depositions, made by the applicable Antitrust Authorities and take all other reasonable actions to obtain all applicable consents, approvals, clearances or waivers from the applicable Antitrust Authorities required under the HSR Act at the earliest practicable dates. For purposes of this Agreement, “reasonable best efforts” shall not include nor require either Party or their respective Affiliates to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of, or enter into any licensing or similar arrangement with respect to, or agree to any prohibition or limitation in any respect of the transactions contemplated by this Agreement under HSRownership or operation of (1) any assets (whether tangible or intangible) or any portion of any business of Buyer or any of its Affiliates or (2) any material assets (whether tangible or intangible) of any Company Entity or (B) agree to any Order or regulatory condition of any Governmental Entity, whether in an approval 42 proceeding or another regulatory proceeding, in respect of the foregoing (any of the foregoing effects, (a “Burdensome Condition”)); provided, further, however, notwithstanding the foregoing, neither party shall agree to any change or amendment to this Agreement unless such change or amendment is agreed to by the other party in advance. In connection therewith, if any administrative or judicial action or proceeding taken by Buyer that is instituted not a Burdensome Condition is not sufficient to satisfy the condition to Closing set forth in Section 6.3(a), Buyer and its Affiliates shall have an obligation (or threatened x) to be institutedlitigate in order to avoid the entry of any preliminary injunction related to the HSR Act that would prevent the consummation of the Transactions, (y) challenging any transaction contemplated by this Agreement or in the transactions contemplated hereby as violative event that Buyer were successful at preventing the granting of HSR, the Company and the Investor shall cooperate and use best commercial efforts to contest and resist any such action or proceeding preliminary injunction, defend against any appeal by the applicable Antitrust Authority in respect thereof and (z) to have vacated, lifted, reversed, or overturned oppose any decree, judgment, injunction or other order, whether temporary, preliminary or permanent initiate a Legal Proceeding to lift any injunction (if applicable) related to a private cause of action that is in effect and that prohibits, prevents, or restricts would prevent the consummation and/or effectiveness of the Agreement or the transactions contemplated hereby, unless by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order beyond the first anniversary of the applicable filing dateTransactions.

HSR Filings. From time to time during In the term hereof as may be required, event that the Company Purchaser reasonably believes that the filing of a Notification and the Investor each shall execute and file, or cause the execution and filing of, all applications and documents that may be required by the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") a premerger notification form and any other supplemental information which may be requested in connection with this Agreement and the transactions contemplated hereby Report Form pursuant to HSR, which filings and supplemental information will comply in all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent HSR Act (50%as defined below) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each shall use their best commercial efforts to take such action as may be is required to cause the expiration or early termination the notice periods under HSR as promptly as possible after any applicable filing date and to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under HSR; provided, however, notwithstanding exchange of the foregoing, neither party shall agree to any change or amendment to this Agreement unless such change or amendment is agreed to by the other party in advance. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement Purchased Notes or the transactions contemplated hereby as violative conversion of HSRthe Purchased Notes or the Series A Preferred Stock, the Company shall use its reasonable best efforts to cooperate with the Purchaser (including by making such filing and supplying as promptly as reasonably practicable any information and documentary material that may be requested pursuant to the HSR Act) to permit such exchange or conversion. For the avoidance of doubt, in the event of the conversion of the Purchased Notes or the Series A Preferred Stock, until the HSR Date (as defined below), Purchaser (if an HSR Holder) shall only be entitled to vote a number of shares of Common Stock on any matters relating to the election, designation, removal or replacement of members of the Board of Directors to the extent that such number of shares of Common Stock together with such HSR Holder’s other shares of Common Stock and any other securities of the Company that vote on any matters relating to the election, designation, removal or replacement of members of the Board of Directors does not exceed the HSR Amount in the aggregate. For purposes of this Section 9(b), (A) “HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the Investor rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations, (B) “HSR Amount” means the number of voting securities of the Company that may be obtained by an Acquiring Person (as defined by the HSR Act, including the ultimate parent entity and all entities included within it, and taking into account any applicable exemptions) prior to the HSR Date, without incurring a notification obligation under the HSR Act, with the number and class(es) of voting securities constituting the HSR Amount to be determined by the HSR Holder in consultation with its legal counsel, (C) “HSR Date” means the date on which all applicable approvals, clearances or waiting periods under the HSR Act (if any) shall cooperate have been obtained, expired or been terminated and use best commercial efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (C) “HSR Holder” means a shareholder that is in effect and that prohibits, prevents, or restricts consummation and/or effectiveness an Acquiring Person (as defined under the HSR Act) whose ability to acquire voting securities of the Agreement or the transactions contemplated hereby, unless by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR. Notwithstanding the foregoing, neither the Company nor the Investor will have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order beyond the first anniversary excess of the applicable filing dateHSR Amount is restricted by the HSR Act prior to the HSR Date.