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 (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 dategovernmental 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. Notwithstanding the foregoing, the Company shall not be required to divest or hold separate or otherwise take or commit to take any action that, prior to the Effective Time, limits its freedom of action with respect to, or its ability to retain, its Subsidiaries or any of their respective businesses, product lines or assets. (c) Each of the Company, Purchaser and Sub shall promptly inform the other party of any material communication received by such party from the FTC, DOJ or any other governmental or regulatory authority regarding any of the transactions contemplated hereby. Purchaser and Sub will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) Purchaser or Sub proposes to make or enter into with the FTC, DOJ or any other governmental or regulatory authority in connection with the transactions contemplated hereby.

HSR Filings. From time to time during Without limiting the term hereof generality of the foregoing clause (a): (i) As promptly as may be requiredpracticable after the Effective Date, the Company Buyer and the Investor Seller each shall execute will prepare and file, or cause the execution and filing of, file all applications and documents that may be filings required by any Governmental Authority relating to the Federal Trade Commission ("FTC") and transactions contemplated by this Agreement, including filings required under the Antitrust Division of the Department of Justice ("Antitrust Division") a premerger notification form HSR Act and any other supplemental information which may be requested Competition Law (collectively, the “Required Filings”). Seller and Buyer will consult and cooperate with the other party with respect to, and provide the other party with the opportunity to participate in connection any conference or meeting with this Agreement any Governmental Authority in respect of, the Required Filings 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 any investigation or other inquiry under any Competition Law in connection with the preparation transactions contemplated hereby. Buyer and Seller will each promptly notify the other of such filings and shall each pay fifty percent (50%) the receipt of any applicable HSR filing fee. Prior comments on, or any request for amendments or supplements to, any Required Filings by any Governmental Authority or governmental official, and Buyer and Seller will each promptly supply the other with copies of all correspondence between Buyer or Seller, as the case may be, and any other appropriate governmental official with respect to any Subsequent Draws or the Investor's exercise Required Filings. (ii) Buyer and Seller will each use all commercially reasonable efforts to secure termination 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 waiting periods under the HSR as promptly as possible after Act and any applicable filing date other Competition Law and to resolve such objections, if any, as avoid or eliminate each and every impediment under the HSR Act and any Competition Law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under HSR; providedso as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), however, notwithstanding and to obtain the foregoing, neither party shall agree approval of any Governmental Authority necessary to any change or amendment to this Agreement unless such change or amendment is agreed to by consummate 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 transactions contemplated by this Agreement or Agreement. Buyer and Seller shall each be responsible for the transactions contemplated hereby as violative costs and expenses of HSRtheir respective filings, 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 provided that is in effect and that prohibits, prevents, or restricts consummation and/or effectiveness Buyer will be responsible for all of the Agreement or filing fees payable under the transactions contemplated herebyHSR Act and any other Competition Law. (iii) From the Effective Date until the Closing Date, unless by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The parties hereto Buyer will consult and cooperate with one anothernot, and consider in good faith will not permit any of its Affiliates to, enter into, agree to enter into or consummate any acquisition agreement or license agreement which would present a risk of making it materially more difficult to obtain the views of one another, approvals or authorizations sought 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 dateRequired Filings.

HSR Filings. From time to time during the term hereof as may be required, the Company The Principal Stockholders and the Investor each Buyer shall execute and file, promptly provide any supplemental information required or cause the execution and filing of, all applications and documents that may be required requested by the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust DivisionDOJ") 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 notification and report form filed with the FTC and the DOJ by Buyer and the Principal Stockholders on May 12, 2005 pursuant to the HSR Act. Each of Buyer and the Sellers shall furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of such filings any supplemental information which is necessary or desirable under the HSR Act. The Sellers' Representative and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall each pay fifty percent (50%) comply promptly with any such inquiry or request. Each of any applicable the Principal Stockholders and Buyer shall request early termination under the HSR filing feeAct within two Business Days after the public announcement of the execution and delivery of this Agreement. Prior to any Subsequent Draws or the Investor's exercise of any WarrantsBuyer shall use its best efforts, and from time to time as may be appropriate, each of 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 Principal Stockholders shall use their best commercial efforts commercially reasonable efforts, to take such action as may be required to cause the obtain expiration or early termination of the notice periods applicable waiting period under the 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 hereby. Subject to the terms and conditions of this Agreement under HSR; providedAgreement, howeverBuyer will use its best efforts, notwithstanding and the foregoingPrincipal Stockholders will use their commercially reasonable efforts, neither party shall agree to any change take, 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 cause to be instituted) challenging any transaction contemplated by this Agreement or the transactions contemplated hereby as violative of HSRtaken, the Company and the Investor shall cooperate and use best commercial efforts to contest and resist any such action or proceeding all other actions and to have vacated, lifted, reverseddo, or overturned any decreecause to be done, judgmentall other things which are, injunction in each case, necessary 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 desirable under all applicable Laws to consummate the transactions contemplated hereby. For purposes of this Section 9.4, unless by mutual agreement the term "commercially reasonable efforts" shall not include any obligation of the Company or any Subsidiary prior to the Closing, or any Seller at any time, to expend money (other than nominal amounts and the Investor decide that such action is not filing fees), sell, dispose or otherwise transfer any assets, commence or participate in their respective best interests. The parties hereto will consult and cooperate with one anotherany claim, and consider in good faith the views of one anotheraction, 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 litigation, or grant any decree, judgment, injunction material accommodation (financial or other order beyond the first anniversary of the applicable filing dateotherwise) to any Person.

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, and shall cause its respective Affiliates to, 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 ownership 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 proceeding or another regulatory proceeding, in respect of the foregoing (any of the foregoing effects, (a “Burdensome Condition”)); provided, further, however, if anyany action taken by Buyer that is 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 (x) to litigate in order to avoid the entry of any preliminary injunction related to the HSR Act that would prevent the consummation of the Transactions, (y) in the event that Buyer were successful at preventing the granting of any such preliminary injunction, defend against any appeal by the applicable Antitrust Authority in respect thereof and (z) to oppose any injunction or initiate a Legal Proceeding to lift any injunction (if applicable) related to a private cause of action that would prevent the consummation of the Transactions. (b) During the Interim Period, except with the consent of the Company, Merger Sub and its Affiliates shall not take any action, including entering into any transaction, that would reasonably be expected to prevent, materially delay or make it materially more difficult to (i) file or obtain any Filings or Permits required under the HSR Act with or from any Antitrust Authority to consummate the Transactions or (ii) secure satisfaction at the mutual conditions set forth in Section 6.3, or agree, in writing or otherwise, to do any of the foregoing. (c) Without limiting the generality of Section 5.9(b), each Party agrees to, and shall cause its respective Affiliates and Representatives to, cooperate with the other Parties and use its reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act as soon as reasonably practicable. Said reasonable best efforts and cooperation shall include such Party’s undertaking (to the extent permitted by applicable Law and in each case regarding the Transactions and without waiving attorney-client or any other applicable privilege) to cause its counsel to (i) furnish to each other Party’s counsel such reasonably necessary information and reasonable assistance as the other Party may request in connection with its preparation of any Filing or submission that is necessary under the HSR Act (except for sharing any Item 4(c) or Item 4(d) documents) and (ii) cooperate in the filing of any substantive memoranda, white papers, Filings, correspondence or other written or oral communications explaining or defending this Agreement or any of the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Antitrust Authority or any Person under the HSR Act. No Party or any of their respective Affiliates or Representatives shall participate in any material meeting or discussion (or any other communication by any means) with any Antitrust Authority in respect of any such Filings, applications, investigations or other inquiry under the HSR Act without giving, to the extent practicable, in the case of Buyer and its Affiliates, the Company, and in the case of the Company and its Affiliates, Buyer, prior notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Antitrust Authority, the opportunity to review and comment on the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by the relevant Antitrust Authority, the opportunity to attend and participate at the meeting or discussion (which, at the request of Buyer or the Company, as may applicable, shall be asserted limited to outside antitrust counsel only). Buyer shall (x) control the strategy for obtaining any consents, approvals, clearances and waivers from any Antitrust Authority in connection with respect the Transactions contemplated by this Agreement and (y) control the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with any Antitrust Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, an Antitrust Authority relating to the transactions contemplated by this Agreement under HSRand of all other regulatory matters incidental thereto; provided, however, notwithstanding the foregoing, neither party provided that Buyer 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 anotherthe Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith the views faith. In furtherance 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 Buyer shall, or shall cause the Investor will have Company Entities to, (A) commit to or agree with any obligation Antitrust Authority to litigate stay, toll or contest extend any administrative applicable waiting period under the HSR Act or judicial action enter into a timing agreement with any Antitrust Authority or proceeding (B) pull and refile any filing made under the HSR Act prior to the Outside Date, in the case of each of clauses (A) or any decree, judgment, injunction or other order beyond (B) without the first anniversary prior written consent of the applicable filing dateother Party, which consent shall not be unreasonably withheld, conditioned or delayed.

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 (c) Each of the Company, Purchaser and Sub shall promptly inform the other party of any material communication received by such party from the FTC, DOJ or any other governmental or regulatory authority regarding any of the transactions contemplated hereby. Purchaser and Sub will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) Purchaser or Sub proposes to make or enter into with the FTC, DOJ or any other governmental or regulatory authority in connection with the transactions contemplated hereby. Section 6.7

HSR Filings. From time to time during In furtherance and not in limitation of the term hereof as may be requiredSection 9.1, each of the Principal Stockholders, the Company and the Investor each shall execute and file, or cause the execution and filing of, all applications and documents that may be Buyer agrees to make appropriate filings as 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 Act with respect to the transactions contemplated by this Agreement under HSR; providedand the other Transaction Documents as promptly as practicable after the date hereof. Each of the Principal Stockholders, howeverthe Company and Buyer shall promptly provide any supplemental information required or requested by the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") in connection with such filings. Each of Buyer, notwithstanding on the foregoingone hand, neither party and the Principal Stockholders and the Company, on the other hand, shall agree furnish as promptly as practicable to any change or amendment to this Agreement unless such change or amendment is agreed to by the other party such necessary information and reasonable assistance as the other party may request in advanceconnection with its preparation of any supplemental information which is necessary or desirable under the HSR Act. In connection therewithThe Principal Stockholders and the Company, if on the one hand, and Buyer, on the other hand, shall keep each other apprised of the status of any administrative communications with, and any inquiries or judicial action requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or proceeding is instituted (request. Each of the Principal Stockholders, the Company and Buyer shall, as early as practicable after the completion of all filings required pursuant to the HSR Act, request early termination under the HSR Act. Each of the Principal Stockholders, the Company and Buyer shall use their commercially reasonable efforts to obtain expiration or threatened termination of the applicable waiting period under the HSR Act with respect to be instituted) challenging any transaction the transactions 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 dateTransaction Documents.