Common use of Reasonable Best Efforts; Notification Clause in Contracts

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c)), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other Transactionstransactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under applicable Liquor Laws and SOB Laws, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the Merger required under the HSR Act and any related governmental request thereunder and under any other applicable Law, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Merger or the consummation of the Transactionstransactions contemplated hereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement. In The Company (acting through or in cooperation with the Special Committee), Parent, Purchaser and each Executive shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and without limiting its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company (acting through or in cooperation with the foregoingSpecial Committee), the Company Parent, Purchaser and the Company Board Executives shall (i) use their respective reasonable best efforts to ensure that no state takeover statute furnish to each other all information required for any application or similar statute or regulation is or becomes other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that be included in the Merger Proxy Statement and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (iSchedule 13E-3) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and transactions contemplated by this Agreement. Notwithstanding the other Transactionsforegoing, (ii) promptly inform each other nothing in this Agreement shall be deemed to require any party to agree to any substantial limitation on its operations or to dispose of any communication (significant asset or other correspondence or memoranda) received from, or given to, the U.S. Department collection of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesassets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c)), each of the parties shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Entities, including, without limitation, the execution of any documents required to be filed in accordance with the New Jersey Industrial Site Recovery Act, and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an any necessary approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (iA) use their take all commercially reasonable best efforts action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, and (iiB) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any other Transaction Agreement, use their take all commercially reasonable best efforts action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of informationOffer, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon Subject to the terms and subject conditions herein provided, Seller, Parent and Buyer shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the conditions set forth Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement (includingAgreement, and the consummation of the transactions contemplated hereby, including without limitationlimitation any required filings and consents under the HSR Act, those contained in Sections 6.03(b) and (c))B) timely making all such filings and timely seeking all such consents, each approvals, permits and authorizations; (ii) use all reasonable best efforts (other than the payment of money) to obtain in writing any consents required from third parties to effectuate the Merger and avoid defaults or acceleration of the rights of third parties shall under contracts with Seller or Seller Subsidiaries as a result of the consummation of the Merger, such consents to be in form reasonably satisfactory to Seller and Buyer; and (iii) use its all reasonable best efforts to take, or cause to be taken, all actions, other action and to do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things necessary, proper or advisable appropriate to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered transactions contemplated by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with furtherance thereof, Seller agrees to vote in favor of the transactions contemplated by the Partnership Merger Agreement in its capacity as a limited partner of the Seller Partnership, and without limiting to cause the foregoing, Seller General Partner to so vote in its capacity as a general partner of the Company and Seller Partnership. If at any time after the Company Board shall (i) use their reasonable best efforts Effective Time any further action is necessary or desirable to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to carry out the purpose of this Agreement, use their reasonable best efforts to ensure that the Merger Parent and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will Surviving Company shall take all action such necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesaction.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Consent from, or to avoid an action or proceeding Action by, any Governmental Entity, (iiiii) the obtaining of all necessary mandatory or appropriate Consents or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (ivv) the execution and delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreementother parties hereto, use their reasonable best efforts to ensure that with the Merger U.S. Federal Trade Commission and the other Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable on after the terms contemplated by this Agreement and otherwise to minimize the effect date of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shallshall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent practicable, provide necessary to assist the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussionof its HSR Filing and any other mandatory or appropriate Consents, telephone call to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided furnish additional information with respect to the HSR Filing and any other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party mandatory or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesappropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with the foregoing, Parent and the Company agree that Parent shall have primary responsibility for the preparation and filing of all applications, filings or other materials with the PSCW, the ICC, the FCC, the FERC under Section 203 of the Power Act, any other Federal or state regulatory agency or commission, in each case with respect to the Transactions; provided, however, that the Company shall have the right to review and approve in advance drafts of all such applications, filings and other materials, including testimony and responses to discovery requests. In connection with and without limiting the foregoing, Parent, the Company, the Company Board and the Company Parent Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts Agreement take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect Agreement. Each of such statute or regulation on the Merger Parent and the other Company shall file or cause to be filed with the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act, and the rules and regulations promulgated thereunder with respect to the Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate Notwithstanding the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of informationforegoing, the Company and its Representatives and Parent and their respective counsel its Representatives shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to not be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other prohibited under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement6.03(a) from taking any action permitted by Section 5.02(b) or 5.03(b). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, and without limitation, those contained in Sections 6.03(b) limiting the rights of the Company and (c)the Company Board under Section 5.02), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the obtaining of conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding Action by, any Governmental EntityAuthority, (iiiii) the obtaining of obtain all necessary Consents consents, approvals or waivers from third parties, (iiiiv) the defending of defend any lawsuits or other legal proceedings, whether judicial or administrative, Action challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainAuthority vacated or reversed, prevent or delay the Closing and (ivv) the execution execute and delivery of deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In Agreement or the Ancillary Agreements; provided, that, in connection with and without limiting any of the foregoingforegoing clauses (i) through (iv), the Company Parent and the Company Board (x) shall (i) use their reasonable best efforts not be obligated to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiy) if shall not agree to (A) make any state takeover statute payment of a consent fee, “profit sharing” payment or similar statute other consideration (including increased or regulation becomes applicable to this Agreementaccelerated payment) or concede anything of monetary or economic value or (B) amend, use their reasonable best efforts to ensure supplement or modify any contract in any manner that the Merger and the other Transactions may would be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating adverse to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, orders, authorizations and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, the Company Ashland Parties and the Company Board Marathon Parties shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction Agreement, any Ancillary Agreement or this Agreement any Transaction and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this any Transaction Agreement, use their reasonable best efforts any Ancillary Agreement or any Transaction, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, Ashland and its Representatives shall not be prohibited under this Agreement and otherwise Section 9.03(a) from taking any action permitted by Section 8.02. Nothing in this Section 9.03(a) shall be deemed to minimize the effect of such statute require Marathon to waive any rights or regulation agree to any limitation on the Merger and the other Transactions. Parent will take all action necessary operations of Marathon or any of its subsidiaries or to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange dispose of information, the Company and Parent and any asset or collection of assets of any Marathon Party or any of their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, in each case that would have a material adverse effect on the one handbusiness, and any Governmental Entity condition (financial or its respective staffother) or results of operations of (i) MAP, on the other hand, with respect to this Agreement Maleic Business and the Merger. The Company and Parent shallVIOC Centers, to the extent practicabletaken as a whole, provide the other party or (ii) Marathon and its counsel with advance notice of and the opportunity to participate in any discussionsubsidiaries, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, taken as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesa whole.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingAgreement, without limitationunless, those contained in Sections 6.03(b) and (cto the extent permitted by Section 5.02(b)), the Company Board approves or recommends a Superior Company Proposal, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals waivers from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have vacated or reversed any decreestay, order or judgment injunction entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate Notwithstanding the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of informationforegoing, the Company and Parent and their respective counsel its Representatives shall not be prohibited under this Section 6.02 from taking any action permitted by Sections 5.02(b) or (d). Acquirer will use its reasonable efforts to cooperate with the Company, at the Company’s reasonable request, in the performance of the Company’s obligations in clauses (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions), (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesabove.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary Consents consents, approvals or waivers from from, and providing all necessary notices to third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets of categories of assets of Parent or any of its affiliates or the Company and or any of its subsidiaries or the holding separate shares of the shares of Company Board shall Common Stock (ior shares of stock of the Surviving Corporation) use their reasonable best efforts or imposing or seeking to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to impose any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication Common Stock (or other correspondence or memoranda) received from, or given to, the U.S. Department shares of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation stock of the Company and its SubsidiariesSurviving Corporation).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsMerger, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Consents and the making of all necessary registrations Registrations specified in Section 3.3(c) and filings (including filings with Governmental Entities, if any) Section 4.4 and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or such Consents and to avoid an action or proceeding by, any Governmental Entitymake such Registrations, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing; provided, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreementhowever, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject sentence shall not be deemed to applicable Law relating to the exchange have been breached as a result of information, actions taken by the Company and that are permitted under Section 6.3. Notwithstanding the foregoing, neither Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliatesSub, on the one hand, and any Governmental Entity or its respective staffthe Company, on the other hand, with respect shall be obligated to this Agreement and amend or waive the provisions of any Contract, or obligated to pay any consent or similar fees or payments, unless such action is conditioned upon the consummation of the Merger. The Company and Parent shallWithout limiting the foregoing, none of the parties shall take or agree to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity take any action that could reasonably be expected to participate result in any discussion, telephone call of the conditions set forth in Article VII not being satisfied or meeting with any Governmental Entity in respect to prevent or materially delay the consummation of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under transactions contemplated by this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay subject to the Closing limitations set forth in Section 6.04(c) and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to Notwithstanding the exchange of informationforegoing, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to not be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other prohibited under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement6.03(a) from taking any action permitted by Section 5.02(b). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement and the Stockholders Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), (iii) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, any by an Governmental Entity, Entity and (iiiv) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) use their reasonable best efforts to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Stockholders Agreement, the Merger or any of the other transactions contemplated hereby or thereby, use their reasonable best efforts to ensure that the Merger and the other Transactions transactions contemplated hereby or thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and the other Transactionstransactions contemplated hereby or thereby. Parent will take all action necessary to cause Sub to perform its obligations under Notwithstanding the foregoing or any other provision of this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of informationany business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its subsidiaries. The Company and Parent will provide such assistance, information and their respective counsel shall (i) have the right cooperation to review each other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in advanceconnection therewith, and to the extent practicable each shall consult will notify the other on, person promptly following the receipt of any filing made with, or written materials to be submitted to, comments from any Governmental Entity for amendments, supplements or additional information in connection respect of any registration, declaration or filing with the Merger such Governmental Entity and will supply the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other person with copies of all correspondence, filings and written communications correspondence between them such person or their subsidiaries or affiliatesany of its representatives, on the one hand, and any Governmental Entity or its respective staffEntity, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, the Charter Amendment, the Share Issuance, the CVR Issuance and the other Transactionstransactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) causing the conditions precedent set forth herein to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary Consents consents, approvals or waivers from from, and providing all necessary notices to third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed and, prevent or delay the Closing (v) executing and (iv) the execution and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to the terms and conditions of this Agreement, the Company, Parent and Merger Sub shall use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the Parent Stockholders’ Meeting. In connection with and without limiting case at any time after the foregoingEffective Time any further action is necessary to carry out the purposes of this Agreement, the Company proper officers and the Company Board directors of each party shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action such necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with and without limiting the foregoing, Parent, the Company and the Company Board their respective Boards of Directors shall (ix) use their reasonable best efforts to ensure take all action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any Transaction or other transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement, use their reasonable best efforts to ensure take all action necessary so that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in transactions contemplated by this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, Notwithstanding any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything provision to the contrary in this Section 6.035.05, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesRepresentatives and Parent and its Representatives shall not be prohibited under this Section 5.05 from taking any action permitted by Section 4.02 or 4.03.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsMerger, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Consents and the making of all necessary registrations Registrations specified in Sections 3.3(c) and filings (including filings with Governmental Entities, if any4.3(b) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or such Consents and to avoid an action or proceeding by, any Governmental Entitymake such Registrations, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.3. In connection with and without limiting Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to prepay or redeem debt (or notes), amend or waive the Company Board shall (i) use their reasonable best efforts provisions of any Contract, or to ensure that no state takeover statute pay any consent or similar statute fees or regulation payments unless such action is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreementconditioned upon the consummation of the Merger. Without limiting the foregoing, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel its Subsidiaries shall (i) have the right not take or agree to review in advance, and to the extent practicable each shall consult the other on, take any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, action with respect to this Agreement and any acquisition of businesses or assets which would reasonably be expected to delay or prevent consummation of the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingAgreement, without limitationexcept as may be otherwise permitted by this Agreement, those contained in Sections 6.03(b) and (c))except for the undertaking of Parent to obtain financing pursuant to the Financing Commitments, which shall be governed solely by Section 7.18, except as may be otherwise permitted by this Agreement, each of the parties hereto shall use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated hereby and to cause the conditions to the Merger set forth in Article VIII to be satisfied as promptly as practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver any necessary Consent from, or to avoid an action or proceeding Proceeding by, any Governmental EntityEntity (including under the HSR Act or any Foreign Competition Law), (ii) obtaining all Consents necessary or advisable to be obtained from Third Parties in order to consummate the obtaining Merger or any of all necessary Consents or waivers from third partiesthe other transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, transactions contemplated hereby (including seeking to avoid the entry of, or to have vacated reversed, terminated or reversed vacated, any decree, order or judgment Order entered by any court or other Governmental Entity that would restrainEntity), prevent or delay the Closing and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions Merger and other transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with ; provided, however, all obligations hereunder of the Company, Parent and without limiting Merger Sub relating to the foregoing, the Company and the Company Board Financing shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may not be consummated as promptly as practicable on the terms contemplated governed by this Agreement and otherwise to minimize Section 7.04. To the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on extent not prohibited by applicable Law, upon the terms and subject to the conditions set forth in this Agreement. Subject to applicable Law , each of Parent and the Company shall keep the other reasonably apprised of the status of matters relating to the exchange completion of informationthe transactions contemplated hereby and shall work cooperatively with the other in connection with obtaining all required Consents of any Governmental Entity, including (A) promptly notifying the Company and Parent and their respective counsel shall other of, and, if in writing, furnishing the other with copies of (ior, in the case of material oral communications, advising the other orally of) have any communications from or with any Governmental Entity with respect to the right Merger or any of the other transactions contemplated by this Agreement, (B) permitting the other to review and discuss in advance, and considering in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity, (C) not participating in any meeting with any such Governmental Entity unless it notifies the other in advance and, to the extent practicable each shall consult permitted by such Governmental Entity, gives the other on, any filing made with, or written materials the opportunity to be submitted to, any Governmental Entity in connection with the Merger attend and the other Transactionsparticipate thereat, (iiD) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, furnishing the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications (and memoranda setting forth the substance thereof) between them or their subsidiaries or affiliates, on the one hand, it and any such Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company , and Parent shall, (E) cooperating with the other to the extent practicable, provide furnish the other party with such necessary information and its counsel with advance notice of and reasonable assistance as the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry party may reasonably request in connection with the Merger parties’ mutual cooperation in preparing any necessary filings or the other Transactions and submissions of information to participate in the preparation for any such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesGovernmental Entity.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties party shall use its reasonable best efforts (A) to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effectiveeffective the Transactions, and (B) to take any and all steps necessary, to eliminate each and every impediment under any Antitrust Law to close the Transactions contemplated hereby prior to the Outside Date (as it may be extended in the most expeditious manner practicable, the Merger and the other Transactionsaccordance with Section 8.01(b)(i)), including (i) the satisfaction of the conditions set forth in Article VII, (ii) obtaining of all necessary actions or nonactionsadvisable Authorizations and Consents from, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations or advisable registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval any Authorizations or waiver Consents from, or to avoid an action or proceeding bya Proceeding with, any Governmental EntityEntity or other third party with respect to this Agreement or the Transactions, (ii) including the obtaining expiration or termination of all necessary Consents or waivers from third partiesany applicable waiting period in respect of HSR and other Antitrust Laws, (iii) the defending of furnishing all information required to be furnished in connection with obtaining any lawsuits Authorizations or Consents from or making any filings with any Governmental Entity or other legal proceedingsthird party, whether judicial and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or administrative, challenging any of their respective Subsidiaries in connection with this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) defending or contesting any Proceedings by any Governmental Entity or third party challenging this Agreement or the execution consummation of the Transactions and delivery of (v) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingAgreement, without limitationunless, those contained in Sections 6.03(b) and (cto the extent permitted by Section 5.02(b)), the Company Board approves or recommends a Superior Company Proposal, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals waivers from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) in the case of the Company, the obtaining of all necessary Consents or waivers from third parties, (iii) in the case of the Company, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have vacated or reversed any decreestay, order or judgment injunction entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate Notwithstanding the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of informationforegoing, the Company and its Representatives shall not be prohibited under this Section 6.03 from taking any action permitted by Sections 5.02(b) or (d). Parent and their respective counsel shall (i) have the right Sub will use reasonable efforts to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection cooperate with the Merger and Company, at the other TransactionsCompany's request, in the performance of the Company's obligations in clauses (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesabove.

Reasonable Best Efforts; Notification. (a) Upon Prior to the Offer Closing Time, upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entitieswith, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental EntityEntity with respect to this Agreement or the Transactions, (ii) the obtaining of all necessary Consents defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company Each of Parent and the Company Board shall (i) use not, and shall not permit their reasonable best efforts to ensure that no state takeover statute respective subsidiaries to, enter into any agreement providing for, or similar statute consummate, any acquisition of any ownership interest or regulation is or becomes applicable to assets of any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this AgreementPerson, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute which would reasonably be expected to impair, materially delay or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, prevent any filing made withrequired approvals, or written materials to be submitted toexpiration or termination of the waiting period, under the HSR Act or any Governmental Entity other applicable Antitrust Laws in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03Agreement, materials provided in no event will Parent, Merger Sub, the Company or any Company Subsidiary be required to pay or make or commit to pay or make (and without the other party or its counsel may be redacted to remove references concerning the valuation prior written consent of Parent, none of the Company and its Subsidiariesor any Company Subsidiary shall pay or make or commit to pay or make), any fee, penalty or other consideration or any other accommodation to any third party to obtain any consent, approval or waiver in connection with the Transactions under any Contract with such third party.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that this Section 6.03 shall not be deemed to (x) expand the obligation of any party with respect to any matter that is otherwise expressly provided for in this Agreement, or (y) require any party to waive any right or condition to any of such party’s obligations hereunder. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts shall take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) shall, if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all actions necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and or otherwise act to minimize the effect of render such state takeover statute or similar statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating inapplicable to the exchange of informationforegoing. Notwithstanding the foregoing, the Company and Parent and their respective counsel its Representatives shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to not be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other prohibited under this Section 6.03 as "Antitrust Counsel Only Material" from taking any action permitted by Section 5.03 (as defined in the Confidentiality AgreementSolicitation; Company Change of Recommendation). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article VII to be satisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Consent from, or to avoid an action or proceeding Action by, any Governmental Entity, (iiiii) the obtaining of all necessary mandatory or appropriate Consents or waivers from third parties, provided that no party shall be required or permitted to incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain any such Consents, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (ivv) the execution and delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreementother parties hereto, use their reasonable best efforts to ensure that with the Merger U.S. Federal Trade Commission and the other Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable on (and in any event within 15 Business Days) after the terms contemplated by this Agreement and otherwise to minimize the effect date of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to Each party shall cooperate with the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and other party to the extent practicable each shall consult necessary to assist the other on, any filing made with, or written materials to be submitted to, any Governmental Entity party in connection with the Merger preparation of its HSR Filing and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, additional information with respect to this Agreement the HSR Filing and the Merger. The Company and Parent shall, to the extent practicable, provide the any other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call mandatory or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesappropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (ii) the obtaining of all necessary Consents defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to (A) take all action necessary to ensure that no state takeover statute Takeover Law or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiB) if any state takeover statute Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other TransactionsMerger, including (i) the identification and obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings Registrations (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including the filing under the HSR Act referred to in Section 6.5(b) and any required filings, notices or consents with state banking departments or similar agencies required in connection with a change of control of the Company or any Subsidiary of the Company holding licenses as a money transmitter (the “Money Transmitter Licenses”), (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) subject to Section 6.12, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, when reasonable, seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement. In connection with and without limiting ; provided, however, that the foregoing, obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.3; provided further, that, with respect to the obligations to obtain a consent or an approval relating to a change of control of the Money Transmitter Licenses (or any pending registrations for Money Transmitter Licenses) in any jurisdiction, if such consent or approval in such jurisdiction is not obtained prior to June 19, 2013, Parent and the Company Board shall (i) agree to use their reasonable best efforts to ensure identify possible alternatives reasonably satisfactory to Parent that no state takeover statute eliminate the need to obtain such approvals or similar statute consents in such jurisdiction, including, without limitation, by (x) entering into arrangements reasonably satisfactory to Parent (or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating consenting to the exchange entry by Subsidiaries of information, the Company into arrangements reasonably satisfactory to Parent) with third parties that possess the necessary licenses providing the ability to create agency relationships to enable the Company and Parent its Subsidiaries and their respective counsel shall the Distributors and reloaders of Cards managed by the Company and its Subsidiaries to provide money transmission services for the Company and its Subsidiaries from and after the Effective Time to permit the continued servicing of business relationships of the Company and its Subsidiaries until receipt of such consents or approvals, (iy) have the right to review in advance, and to the extent practicable each shall consult the other onfeasible, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation ceasing operations of the Company and its Subsidiaries, as of the Effective Time, in one or more jurisdictions to the extent the operations in such jurisdiction require the Company or any of its Subsidiaries to have a Money Transmitter License, so long as such cessation of operations is not reasonably expected to result in the loss of 1.9% or more of the aggregate revenues of the Company and its Subsidiaries for the twelve (12) month period ending on the first anniversary of the Closing Date, and/or (z) obtaining written assurances reasonably acceptable to Parent from the applicable state banking department or similar agency that such consent or approval is forthcoming and no adverse action will be taken against the Company or any of its Subsidiaries in connection with the continued conduct of the operations of the Company or any of its Subsidiaries (or the Surviving Corporation or any of its Subsidiaries, as applicable) in the applicable jurisdiction notwithstanding the pendency of any such approval or consent (clauses (x), (y) and (z) collectively, “Alternate Arrangements”). Without limiting the rights of Parent or Sub under Section 7.1 or this Section 6.5, each of the Company and Parent agrees to use reasonable best efforts to implement and cause any Alternate Arrangements reasonably satisfactory to it to become effective as promptly as reasonably practicable after July 19, 2013 in order to permit the Effective Time to occur as promptly as reasonably practicable thereafter (subject to the satisfaction or waiver of the conditions set forth in Article VII).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary or advisable registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents or advisable consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Documents. In connection with and without limiting the foregoing, the Company and the Company Board Domtar shall (i) use their reasonable best efforts take all action necessary to ensure that no the take-over provisions of the Canadian Securities Legislation and the state takeover statute statutes or similar statute statutes or regulation is or becomes regulations are not and do not become applicable to any Transaction or this Agreement or any other Transaction Document and (ii) if the Canadian Securities Legislation or any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this AgreementAgreement or any other Transaction Document, use their reasonable best efforts take all action necessary to ensure that the Merger Arrangement and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect Transaction Documents. Each of such statute or regulation on the Merger and parties hereto shall keep the other Transactions. Parent will take all action parties reasonably informed of its progress in obtaining any necessary to cause Sub to perform its obligations under this Agreement or advisable Consents and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesApprovals.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including including, without limitation, seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall its board of directors (ior any committee thereof) use their reasonable best efforts to ensure that no shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreementthe other Transactions, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate Nothing herein shall limit or affect the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Company’s taking actions specifically permitted by Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries6.04.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, orders, authorizations and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, the Company Ashland Parties and the Company Board Marathon Parties shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction Agreement, any Ancillary Agreement or this Agreement any Transaction and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this any Transaction Agreement, use their reasonable best efforts any Ancillary Agreement or any Transaction, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesTransaction Agreements.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its affiliates or the Company and or any of its subsidiaries or the holding separate of the shares of Company Board shall Common Stock (ior shares of stock of the Surviving Corporation) use their reasonable best efforts or imposing or seeking to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to impose any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication Common Stock (or other correspondence or memoranda) received from, or given to, the U.S. Department shares of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation stock of the Company and its SubsidiariesSurviving Corporation).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or and advisable to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement and the Company Voting Agreement, including using its reasonable best efforts to accomplish the following as promptly as reasonably practicable following the date of this Agreement: (ia) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (b) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval (including the Company Required Consents and the Parent Required Consents) or waiver from, or, to the extent any approval or waiver cannot be obtained, to avoid the need to obtain an approval (including the Company Required Consents and the Parent Required Consents) or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Entity and (iic) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Company Voting Agreement, the Merger or any of the other transactions contemplated hereby or thereby, use their its reasonable best efforts to ensure that allow the Merger and the other Transactions may transactions contemplated by this Agreement and the Company Voting Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement and the Company Voting Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Company Voting Agreement, the Merger and the other Transactionstransactions contemplated hereby and thereby. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of informationThe Company, the Company Guarantor and Parent shall provide such assistance, information and their respective counsel shall (i) have the right cooperation to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity as is reasonably requested in connection with the Merger and foregoing and, in connection therewith, shall notify the other Transactions, (ii) person promptly inform each other following the receipt of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or comments from any other Governmental Antitrust Entity and (iii) furnish each of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and shall supply the other person with copies of all correspondence, filings and written communications correspondence between them such person or their subsidiaries or affiliatesany of its representatives, on the one hand, and any Governmental Entity or its respective staffEntity, on the other hand. In addition, with respect the Company, Guarantor and Parent shall cooperate to this Agreement promptly develop a mutually acceptable plan to obtain the Company Required Consents and the MergerParent Required Consents as expeditiously as reasonably practicable and without undue expense. The Company and Parent shall, to To the extent practicablethat either party or any of its subsidiaries is required to make any registration, declaration or filing with any PUC in connection with obtaining the Company Required Consents or the Parent Required Consents, such party shall use its reasonable best efforts to (i) provide the other party and its counsel with advance notice of and the an opportunity to participate review and comment on such registration, declaration or filing reasonably in advance of making any discussionsuch registration, telephone call declaration or meeting with any Governmental Entity in respect of any filing, investigation (ii) give reasonable consideration to all comments proposed by the other party and (iii) if applicable, coordinate the submission of such registration, declaration or filing with the other inquiry party. Neither the Company nor any of its subsidiaries shall enter into or agree to any terms or conditions in connection with obtaining the Merger Company Required Consents without the prior written consent of Parent (which consent shall not be unreasonably withheld or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreementdelayed). Notwithstanding anything None of Guarantor, Parent, Sub or any of their respective subsidiaries shall enter into or agree to any terms or conditions in connection with obtaining the contrary in this Section 6.03, materials provided to Parent Required Consents without the other party or its counsel may be redacted to remove references concerning the valuation prior written consent of the Company and its Subsidiaries(which consent shall not be unreasonably withheld or delayed).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, and without limitation, those contained in Sections 6.03(b) limiting the rights of the Company and the Company Board under Section 5.02 (cNo Solicitation by the Company.)), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the obtaining of conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding Action by, any Governmental EntityAuthority, (iiiii) the obtaining of obtain all necessary Consents consents, approvals or waivers from third parties, (iiiiv) the defending of defend any lawsuits or other legal proceedings, whether judicial or administrative, Action challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainAuthority vacated or reversed, prevent or delay the Closing and (ivv) the execution execute and delivery of deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In Agreement or the Ancillary Agreements; provided, that, in connection with and without limiting any of the foregoingforegoing clauses (i) through (iv), the Company Parent and the Company Board (x) shall (i) use their reasonable best efforts not be obligated to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiy) if shall not agree to (A) make any state takeover statute payment of a consent fee, “profit sharing” payment or similar statute other consideration (including increased or regulation becomes applicable to this Agreementaccelerated payment) or concede anything of monetary or economic value or (B) amend, use their reasonable best efforts to ensure supplement or modify any contract in any manner that the Merger and the other Transactions may would be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating adverse to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals waivers from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) in the case of the Sellers, the obtaining of all necessary Consents or waivers from third parties, (iii) in the case of the Sellers, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have vacated or reversed any decreestay, order or judgment injunction entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing and (ivreversed,(iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this AgreementAgreement and (v) in the case of the Sellers, use good faith efforts to transfer the memberships referred to in Section 2.02(e). In connection with and without limiting the foregoing, the Company Sellers and the Company Board their respective boards of directors shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent and Sub will take all action necessary use reasonable efforts to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection cooperate with the Merger and Sellers, at the other TransactionsSellers' request, in the performance of the Sellers' obligations in clauses (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesabove.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents nonactions and approvals Consents from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Consent from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the preparation of the Form F-4, the Schedule 13E-3, the Offer Documents and the Schedule 14D-9 and, if necessary, the Post-Effective Amendment and the Proxy Statement or Information Statement, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, each of the Company and the Company Board parties hereto shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any Transaction or other transaction contemplated by this Agreement and (ii) if any state takeover antitakeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts the Offer, the Merger or any other transaction contemplated by this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))the other Ancillary Agreements, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated hereby and the other Transactionsthereby, including (ia) the obtaining of all necessary actions or nonactions, waivers, consents consents, authorizations and approvals approvals, (i) from Governmental Entities Authorities and (ii) as required by any Contract or Order to which the Acquired Company or Fast Food Services is a party or subject to on the Closing Date and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary (1) to obtain an approval any Permit, approval, waiver from or waiver from, exemption or (2) to avoid an action or proceeding by, by any Governmental EntityAuthority, (iib) the obtaining of all necessary Consents approvals or waivers from third parties, (iiic) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainAuthority vacated, prevent stayed or delay the Closing reversed and (ivd) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. In connection with and without limiting ; provided, however, that, other than as provided in Section 7.3 hereof, a party shall not be obligated to take any action pursuant to the foregoing, foregoing if the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect taking of such statute action or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other obtaining of any communication (or other correspondence or memoranda) received Permit, approval, waiver from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect exemption is reasonably likely to this Agreement and the Merger. The Company and Parent shall, be materially burdensome to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning impact in a materially adverse manner the valuation economic or business benefits of the Company and its Subsidiariestransactions contemplated hereby so as to render inadvisable the consummation of such transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities governmental entities and the making of all necessary registrations and filings (including filings with Governmental Entitiesgovernmental entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entitygovernmental entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Merger or the consummation of the Transactionstransactions contemplated hereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restraingovernmental entity vacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement. In The Company and Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and without limiting the foregoingits advisors prior to filing and, the if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and the Company Board Buyer shall (i) use their respective reasonable best efforts to ensure that no state takeover statute furnish to each other all information required for any application or similar statute or regulation is or becomes applicable other filing to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating made pursuant to the exchange rules and regulations of information, the Company and Parent and their respective counsel shall any applicable law (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials including all information required to be submitted to, any Governmental Entity included in the Proxy Statement) in connection with the Merger transactions contemplated by this Agreement. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the other TransactionsCompany, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) promptly inform each other the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of any communication (the parties or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, conditions to the extent practicable, provide obligations of the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as promptly as reasonably practicable, the most expeditious manner practicableOffer, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entitieswith, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental EntityEntity with respect to this Agreement or the Transactions, (ii) the obtaining of all necessary Consents defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (iA) use their reasonable best efforts take all action necessary to ensure that no state takeover statute restrictions on business combinations of any Takeover Law or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiB) if the restrictions on business combinations of any state takeover statute Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their its reasonable best efforts to take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and this Agreement.Each of Parent and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement Company shall not, and to shall not permit their respective subsidiaries to, enter into or consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange any transaction, agreement, arrangement, or acquisition of informationany ownership interest or assets of any Person, the Company and Parent and their respective counsel shall (i) have the right effect of which would reasonably be expected to review in advanceimpair, and to the extent practicable each shall consult the other on, materially delay or prevent any filing made withrequired approvals, or written materials to be submitted toexpiration of the waiting period, any Governmental Entity in connection with under the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received fromHSR Act, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, require any approvals or filings under any other Governmental Foreign Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesLaws.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in Section 5.03(c) of this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (ii) the obtaining of all necessary Consents defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, and notwithstanding any Adverse Recommendation Change, the Company and the Company Board shall (iA) use their reasonable best efforts take all action necessary to ensure that no state takeover statute Takeover Statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiB) if any state takeover statute Takeover Statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (ia) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (b) the obtaining of all necessary actions or nonactions, waivers, consents waivers and approvals Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iic) the obtaining of all necessary Consents or waivers from third parties; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent or waiver may be required (other than nominal filing or application fees), (iiid) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have vacated or reversed any decreestay, order or judgment injunction entered by any court or other Governmental Entity that would restrain, prevent preventing consummation of any of the Transactions vacated or delay the Closing reversed and (ive) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this AgreementAgreement and the other Transaction Agreements. In connection with and without limiting the foregoing, (i) the Company and the Company Board shall (iA) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (iiB) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement Transactions and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other Parent, on behalf of itself and its subsidiaries and affiliates, is hereby deemed to have granted any consent with respect to, and waived compliance with any requirements of, any term or provision of any communication (Contract or other correspondence or memoranda) received fromarrangement in effect as of the date of this Agreement, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, between and among Parent or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their its subsidiaries or affiliates, on the one hand, and the Company or any Governmental Entity Company Subsidiaries or its respective staffaffiliates, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicablenecessary in order to consummate the Transactions without resulting in a breach, provide the default or other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect violation of any filing, investigation such Contract or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement)arrangement. Notwithstanding anything to the contrary in this Section 6.03foregoing, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesRepresentatives shall not be prohibited under this Section 7.03 from taking any action permitted by Section 6.02.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) substantially complying with a request for additional documents or information under the HSR Act or any comparable request from any other Governmental Entity, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waiverswaivers and Consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental Entity, (ii) Entity with respect to this Agreement or the obtaining of all necessary Consents or waivers from third partiesTransactions, (iii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of 42 any of the Transactions, including avoiding the entry of and seeking to have vacated or reversed any decreestay, injunction, temporary restraining order or judgment other restraint entered by any court or other Governmental Entity that would restrainlifted, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (iA) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiB) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))the other Ancillary Agreements, each of the parties shall will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated hereby and the other Transactionsthereby, including (ia) the obtaining of all necessary actions or nonactions, waivers, consents consents, authorizations and approvals approvals, (i) from Governmental Entities Authorities and (ii) as required by any Contract, Order or license to which any Acquired Company or any Shareholder is a party or subject to on the Closing Date and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary (A) to obtain an approval any Permit, consent, approval, waiver from or waiver fromexemption, or (B) to avoid an action or proceeding by, by any Governmental EntityAuthority, or (C) to avoid an occurrence of default under the provisions thereof, result in the acceleration of any obligation thereunder or give rise to a right of any party thereto to terminate its obligations thereunder, (iib) the obtaining of all necessary Consents or waivers from third partiesPermits, (iiic) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainAuthority vacated, prevent stayed or delay the Closing reversed and (ivd) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. In connection with and without limiting ; provided, however, that other than as provided in Section 7.3 hereof, a party will not be obligated to take any action pursuant to the foregoing, foregoing if the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect taking of such statute action or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other obtaining of any communication (or other correspondence or memoranda) received Permit, approval, waiver from, or given toexemption is reasonably likely to be materially burdensome to such party or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated hereby so as to render inadvisable the consummation of such transactions; provided, further, that the U.S. Department of JusticeShareholders and Acquired Companies will not be required to make payments in order to obtain such actions, the U.S. Federal Trade Commissionnonactions, waivers, consents, authorizations or any other Governmental Antitrust Entity approvals. All waivers, consents and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect approvals obtained pursuant to this Agreement Section 7.2 will be produced at Closing in form and the Merger. The Company and Parent shall, content reasonably satisfactory to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesParent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), (iii) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, Entity and (iiiv) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) use their reasonable best efforts to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to of the other transactions contemplated by this Agreement, use their its reasonable best efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in transactions contemplated by this Agreement. Subject to applicable Law relating Notwithstanding the foregoing or any other provision of this Agreement to the exchange contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of informationany business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administra- tive, (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsi- diaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its subsidiaries. The Company and Parent will provide such assistance, information and their respective counsel shall (i) have the right cooperation to review each other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in advanceconnection therewith, and to the extent practicable each shall consult will notify the other on, person promptly following the receipt of any filing made with, or written materials to be submitted to, comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in connection respect of any registration, declaration or filing with the Merger such Governmental Entity and will supply the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other person with copies of all correspondence, filings and written communications correspondence between them such person or their subsidiaries or affiliatesany of its representatives, on the one hand, and any Governmental Entity or its respective staffEntity, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the Merger required under the HSR Act and any related governmental request thereunder and under any other applicable law, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Merger or the consummation of the Transactionstransactions contemplated hereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement and (vi) to arrange for the Financing contemplated by the Commitment Letter to be provided on substantially the terms and conditions specified in the Commitment Letter. The Company, Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company, Parent and Purchaser shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Schedule 13E-3) in connection with the transactions contemplated by this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts cooperate with the arrangements for obtaining the Financing. Nothing in this Agreement shall be deemed to ensure that no state takeover statute require any party to waive any substantial rights or similar statute or regulation is or becomes applicable agree to any Transaction substantial limitation on its operations or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other dispose of any communication (significant asset or other correspondence or memoranda) received from, or given to, the U.S. Department collection of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesassets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsTransactions (other than the Financing), including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions (other than the Financing) and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary and Sub shall use their reasonable best efforts to cause Sub to perform its obligations under this Agreement and to consummate obtain the Merger proceeds of the Financing on the terms and conditions set forth described in this Agreementthe Commitment Letters, including using reasonable best efforts to (A) negotiate definitive agreements with respect to the Debt Financing consistent with the terms and conditions contained therein and (B) satisfy on a timely basis all conditions in such definitive agreements the satisfaction of which are within the control of Parent or Sub. Parent and Sub shall use their reasonable best efforts to comply with their respective obligations, and enforce their respective rights, under the Commitment Letters. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of the Commitment Letters. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters if such amendment, modification, waiver or remedy (x) reduces the aggregate amount of the Financing, (y) amends the conditions to the drawdown of the Financing or (z) is adverse to the interests of the Company, in each case, in any material respect. The Company shall also use reasonable best efforts to assist and cooperate with Parent and Sub in connection with their efforts to obtain the proceeds of the Debt Financing, including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Debt Financing and executing and delivering, and causing the Company Subsidiaries to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Debt Financing as may be reasonably requested by Parent in connection with the Debt Financing; PROVIDED, HOWEVER, that no obligation of the Company or any Company Subsidiary under any such certificate, document or instrument shall be effective until the Effective Time and none of the Company or any Company Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, shall provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesTransactions.

Reasonable Best Efforts; Notification. (a) a. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that this Section 6.03 shall not be deemed to (x) expand the obligation of any party with respect to any matter that is otherwise expressly provided for in this Agreement, or (y) require any party to waive any right or condition to any of such party’s obligations hereunder. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts shall take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) shall, if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all actions necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and or otherwise act to minimize the effect of render such state takeover statute or similar statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating inapplicable to the exchange of informationforegoing. Notwithstanding the foregoing, the Company and Parent and their respective counsel its Representatives shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to not be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other prohibited under this Section 6.03 as "Antitrust Counsel Only Material" from taking any action permitted by Section 5.02 (as defined in the Confidentiality AgreementSolicitation; Change of Company Recommendation). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (ii) the obtaining of all necessary Consents defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that the parties hereto understand and agree that the reasonable best efforts of Parent and Merger Sub shall not be deemed to include (A) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company’s or any of their respective Affiliates’ businesses, assets or properties if such action is required by a Governmental Entity in connection with the completion of or as a result of the Transactions or (B) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity if required in connection with the completion of the Transactions (each action or condition described in clause (A) or (B), a “Burdensome Condition”). In addition, the Company shall not accept any of the Burdensome Conditions or take any of the actions set forth in the proviso to the preceding sentence without Parent’s prior written consent or direction, which consent or direction shall not be unreasonably withheld, in which case the Company shall accept any such conditions or take any such actions as directed by Parent; provided that the Company shall not be required to accept any such Burdensome Conditions or take any such actions that are not conditioned upon consummation of the Transactions. In connection with and without limiting the foregoing, the Company and the Company Board shall (iA) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiB) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Exchange and the other TransactionsTransactions to which it or any of its subsidiaries is a party, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including obtaining an approval from the RCA of the “ownership transfer” contemplated by this Agreement and acceptance by the RCA of any related agreements or stipulations in the form and manner in which the RCA customarily approves transfers of control and accepts agreements and stipulations) and the making of all necessary registrations registrations, reports and filings (filings, including registrations, reports and filings with Governmental EntitiesEntities (including complying with the filing, if anyreporting, acceptance and approval requirements of each applicable Regulatory Entity and providing all relevant records and reports requested by such Regulatory Entity) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents material consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsTransactions to which it or any of its subsidiaries is a party, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions to which it or any of its subsidiaries is a party and to fully carry out the purposes of this Agreement; provided, however, that Parent shall not be required to consent to any action described in Section 7.02(c). Parent and the Company shall jointly prepare and execute documents necessary to obtain the necessary actions or nonactions, waivers, consents and approvals of Governmental Entities and Parent shall have primary responsibility for, and control of, filing such documents. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction to which it is a party or this Agreement and Agreement, (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their the Company and the Company Board shall take all commercially reasonable best efforts action necessary to ensure that the Merger Exchange and the other Transactions to which the Company or any Company Subsidiary is a party may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Exchange and the other TransactionsTransactions to which the Company or any Company Subsidiary is a party and (iii) the Company shall reasonably cooperate with Parent in the arrangements for obtaining the Financing and conducting the Debt Tender Offers as required by Sections 6.11 and 6.12. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate Notwithstanding the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of informationforegoing, the Company and Parent and their respective counsel its Representatives shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to not be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other prohibited under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this 6.03(a) from taking any action permitted by Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries5.02.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties party shall use use, and shall cause its Affiliates to use, its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactions, including including, but subject to the terms and conditions of this Agreement, (i) the satisfaction of the conditions set forth in Article VII, (ii) obtaining of all necessary actions or nonactionsadvisable Authorizations and Consents from, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations or advisable registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be reasonably necessary or advisable to obtain an approval any Authorizations or waiver Consents from, or to avoid an action or proceeding bya Proceeding with, any Governmental EntityEntity or other third-party with respect to this Agreement or the Transactions, (ii) including the obtaining expiration or termination of all necessary Consents any applicable waiting period in respect of the HSR Act and other applicable Antitrust Laws or waivers from third partiesFDI Laws, (iii) the defending of furnishing all information required to be furnished in connection with obtaining any lawsuits Authorizations or Consents from or making any filings with any Governmental Entity or other legal proceedingsthird-party, whether judicial and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or administrative, challenging any of their respective Subsidiaries or Affiliates in connection with this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) defending or contesting any Proceedings by any Governmental Entity or third-party challenging this Agreement or the execution consummation of the Transactions and delivery of (v) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement so long as such additional instruments are consistent with the terms of this Agreement. Nothing contained in this Section 6.04 shall permit the Company or any Subsidiary thereof to take any action that otherwise requires the consent of approval of Parent pursuant to this Agreement without obtaining such consent or approval. In connection with obtaining any Authorization or Consent of any Governmental Entity or other Person with respect to the Transactions pursuant to this Section 6.04, and without limiting subject to the foregoingother terms set forth herein, including the obligations on Parent set forth in Section 6.04(f), none of the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliatesSubsidiaries, on the one hand, and nor Parent nor any Governmental Entity or of its respective staffAffiliates, on the other hand, with respect shall be required to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in make any discussion, telephone call or meeting with any Governmental Entity in respect material payment of any filingfees, investigation expenses or other inquiry in connection with the Merger consideration (including increased or the accelerated payments), other Transactions and than customary filing fees, or agree to participate in the preparation for such discussion, telephone call any material contractual or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive other material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesconcessions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as promptly as practicable, the most expeditious manner practicableOffer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waiverswaivers and Consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (ii) the obtaining of all necessary Consents defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Without limiting the generality of the foregoing, but subject in each case to the final sentence of this Section 6.03(a), Parent acknowledges and agrees that its obligation to use reasonable best efforts to take, or cause to be taken, all actions, and to do or cause to be done, all things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other Transactions includes (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Entity or with any other Person, (B) agreeing to sell, divest or otherwise convey or hold separate any asset or business of Parent, the Company or any of their respective subsidiaries, (C) permitting the Company to sell, divest or otherwise convey or hold separate any assets or businesses of the Company or any Company Subsidiary, (D) terminating existing relationships, contractual rights or obligations of Parent, the Company or any of their respective subsidiaries, (E) terminating any joint venture or other arrangement of Parent, the Company or any of their respective subsidiaries, (F) creating any relationship, contractual right or obligation of Parent, the Company or any of their respective subsidiaries and (G) effectuating any other change or restructuring of the Company or any Company Subsidiary (and, in the case of actions by or with respect to the Company or any Company Subsidiary, by consenting to such action by the Company or such Company Subsidiary (including any consents required under this Agreement with respect to such action); provided that any such action may, at the discretion of the Company, be conditioned upon the Closing), in each case such that all actions or non-actions, waivers and Consents from any Governmental Entity that are necessary in order to consummate the Offer, the Merger and the other Transactions are obtained at least 5 business days prior to the Outside Date. In connection with addition and without limiting the foregoing, the Company and the Company Board shall (iI) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiII) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject Notwithstanding anything herein to applicable Law the contrary, nothing in this Agreement shall require Parent to: (1) agree to sell, divest or otherwise convey or hold separate AVXS-101, (2) permit the Company to sell, divest or otherwise convey or hold separate AVXS-101, (3) terminate existing relationships, contractual rights or obligations of the Company or any Company Subsidiary relating to the exchange development of informationAVXS-101, (4) terminate any joint venture or other arrangement of the Company and Parent and their respective counsel shall (i) have the right to review in advance, and or any Company Subsidiary relating to the extent practicable each shall consult development of AVXS-101, (5) create any relationship, contractual right or obligation of the Company or any Company Subsidiary relating to the development of AVXS-101, (6) effectuate any other onchange or restructuring of the Company or any Company Subsidiary (and, in the case of actions by or with respect to the Company or any filing made withCompany Subsidiary, by consenting to such action by the Company or such Company Subsidiary) relating to the development of AVXS-101, or written materials to be submitted to(7) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity to do any of the foregoing in connection with the Merger completion and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation consummation of the Company and its SubsidiariesTransactions (each action or condition described in clauses (1)-(7), a “Burdensome Condition”).

Reasonable Best Efforts; Notification. (a) Upon In connection with this Agreement and the terms transactions contemplated hereby, the parties hereto shall (i) use their reasonable best efforts to obtain as promptly as practicable any necessary consents, approvals, waivers and subject authorizations of, actions or nonactions by, and make, as promptly as reasonably practicable, all necessary filings and submissions with, any Governmental Entity or third party necessary to consummate and make effective the Transactions as promptly as practicable, (ii) cooperate with each other in (A) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or third parties in connection with the execution and delivery of this Agreement and the other agreements, documents and instruments being delivered pursuant to or specifically contemplated by this Agreement and consummation of the transactions contemplated hereby and thereby and (B) making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, (iii) use reasonable best efforts to cause the conditions to the Closing set forth in this Agreement (includingArticle VI to be satisfied as promptly as reasonably practicable, without limitation, those contained in Sections 6.03(b) and (c)), each of the parties shall iv) use its reasonable best efforts to take, or cause to be taken, all actions, other actions and to do, or cause to be done, and to assist and cooperate with the each other parties in doingorder to do, all other things necessary, proper reasonably necessary or advisable appropriate to cause the Closing to occur and to consummate and make effectivethe transactions contemplated hereby as soon as practicable; provided, that, for the avoidance of doubt, none of the parties hereto shall be obligated or required by this Section 5.03 to waive a condition to Closing set forth in Article VI. Notwithstanding anything in this Section 5.03 to the contrary, other than, in the most expeditious manner practicablecase of the following clause (y), the Merger last sentence of this Section 5.03, nothing in this Agreement shall require, or be deemed to require, (x) Parent to, or cause any of its Affiliates or subsidiaries to, whether prior to, at, after, or conditioned upon, the Effective Time, (A) propose, negotiate, commit to, effect and agree to, by consent decree, hold separate order or otherwise, the sale, divestiture, license, holding separate, or other Transactionsdisposition of or restriction on the businesses, assets, properties, product lines, or equity interests of, or changes to the conduct of business of, Parent or any of its Affiliates or subsidiaries, (B) create, terminate, or divest relationships, ventures, contractual rights or obligations of Parent or any of its Affiliates or subsidiaries or (C) otherwise take or commit to take any action, including institute any Proceeding, that would limit in any way Parent’s or any of its Affiliates’ or subsidiaries’ freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of the Parent or any of its Affiliates or subsidiaries or (iy) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary Company to obtain an approval or waiver fromsell, or agree to avoid an action sell, hold or proceeding byagree to hold separate, or otherwise dispose or agree to dispose of its or any Governmental EntityCompany Subsidiary’s assets, (ii) or conduct or agree to conduct the obtaining businesses of all necessary Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board Subsidiaries in any particular manner, or take any other actions that has, or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the foregoing, in no event shall the Company (iand the Company shall cause the Company Subsidiaries not to) use their reasonable best efforts to ensure that no state takeover statute propose, negotiate, effect or similar statute or regulation is or becomes applicable agree to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions actions set forth in this Agreement. Subject to applicable Law relating to the exchange foregoing clause (y) without the prior written consent of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement)Parent. Notwithstanding anything to the contrary in this Section 6.03herein, materials provided the Company shall, and shall cause the Company Subsidiaries to, at the direction of Parent, sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of the other party Company’s or its counsel may be redacted the Company Subsidiaries’ assets, or conduct or agree to remove references concerning conduct the valuation businesses of the Company and its Subsidiariesthe Company Subsidiaries in any particular manner, or take any other actions as determined by Parent; provided, that any such actions are conditioned upon and only become effective upon the Effective Time.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingAgreement, without limitationunless, those contained in Sections 6.03(b) and (cto the extent permitted by Section 5.02(b)), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including including, to the extent consistent with its obligation to use its reasonable best efforts, (i) the obtaining of all necessary actions or nonactions, waivers, consents waivers and approvals Consents from Governmental Entities that are required to be obtained to satisfy the conditions set forth in Section 7.01(b) and the Section 7.02(e)(i) and (e)(ii) and making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent or waiver from, or to avoid an action or proceeding by, from any Governmental Entity, Entity that is required to be obtained to satisfy the conditions set forth in Section 7.01(b) and Section 7.02(e)(i) and (e)(ii) and (ii) the obtaining of all necessary Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing executing and (iv) the execution and delivery delivering of any additional instruments necessary to consummate the Transactions Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company shall, and Parent shall cause its affiliates to, duly file with the U.S. Federal Trade Commission (the “FTC”) and the Company Board shall Antitrust Division of the Department of Justice (ithe “Antitrust Division”) use their reasonable best efforts the notification and report form (the “HSR Filing”) required under the HSR Act with respect to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms transactions contemplated by this Agreement and otherwise duly make, or cause to minimize be made, the effect of such statute or regulation on filings and authorizations (the “Other Antitrust Filings”) required under the Merger Regulation of the European Community (the “EC Merger Regulation”) with respect to the transactions contemplated by this Agreement. The HSR Filing and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under Other Antitrust Filings shall be made as promptly as practicable after the date of this Agreement and to consummate shall be in compliance with the requirements of the HSR Act or the EC Merger on the terms Regulation. Each of Parent and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company shall cooperate with the other, and Parent and their respective counsel shall (i) have the right cause its affiliates to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection cooperate with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shallCompany, to the extent practicable, provide necessary to assist the other party and in preparation of its counsel with advance notice of HSR Filing and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions Other Antitrust Filings and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation request early termination of the Company waiting period required by the HSR Act and its Subsidiariesthe EC Merger Regulation.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall Parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsTransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Entity and the making of all necessary registrations and filings (including filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the TransactionsTransactions contemplated hereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In connection with and without limiting the foregoing; provided, the Company and the Company Board shall (i) use their reasonable best efforts to ensure however, that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (filing or submission or other correspondence action required to be made or memoranda) received fromtaken by any Party to effect the Transactions contemplated hereby, neither Seller nor any of the Companies shall without the prior written consent of Parent commit to any divestiture transaction and Parent shall not be required to divest or given tohold separate or otherwise take or commence to take any action that, in the U.S. Department reasonable discretion of JusticeParent, materially limits its ability to conduct the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies business of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity Companies or its respective staff, on the other hand, with respect ability to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in retain any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation portion of the Company and its Subsidiariesassets of the Companies.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable and in any event prior to the most expeditious manner practicableOutside Date, the Offer, the Merger and the other Transactions, including (i) the making of all necessary notices to, and the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from any third party (including any Governmental Entities and Entity) with respect to this Agreement or the Transactions, in each case as requested by Parent, provided that the Company shall not be required to make, or agree to make, any payments, or enter into or amend any Contract, in connection therewith, (ii) the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entitieswith, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, (ii) Entity with respect to this Agreement or the obtaining of all necessary Consents or waivers from third partiesTransactions, (iii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with addition and without limiting the foregoing, the Company and the Company Board shall (iA) use their reasonable best efforts take all action necessary to ensure that no state takeover statute restrictions on business combinations of any Takeover Law or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiB) if the restrictions on business combinations of any state takeover statute Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their its reasonable best efforts to take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to Each of Parent and the exchange Company shall not, and shall not permit their respective subsidiaries to, enter into or consummate any transaction, agreement, arrangement, or acquisition of informationany ownership interest or assets of any Person, the Company and Parent and their respective counsel shall (i) have the right effect of which would reasonably be expected to review in advanceimpair, and to the extent practicable each shall consult the other on, materially delay or prevent any filing made withrequired approvals, or written materials to be submitted toexpiration of the waiting period, any Governmental Entity in connection with under the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received fromHSR Act, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, require any approvals or filings under any other Governmental Foreign Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesLaws.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity vacated or reversed, (v) the negotiation and execution of the Manufacturing Contracts containing the terms and conditions set forth on Exhibit K and such other terms and conditions reasonably satisfactory to Xxxxxxxx American, B&W and RJR (it being the understanding of the parties that would restraincertain subsidiaries of Xxxxxxxx American and certain subsidiaries of BAT will enter into Manufacturing Contracts to replace the existing manufacturing Contracts that B&W has entered into with various BAT subsidiaries) and the negotiation and execution of certain other supply arrangements related thereto (collectively, prevent or delay the Closing "Commercial Agreements") and (ivvi) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, B&W and RJR shall duly (x) file with the Company U.S. Federal Trade Commission and the Company Antitrust Division of the Department of Justice the notification and report form (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and (y) make all necessary notifications, if any, under the EC Merger Regulation (the "EC Filings"). The HSR Filing shall be in substantial compliance with the requirements of the HSR Act and the EC Filings shall be in substantial compliance with the EC Merger Regulation. Subject to Section 6.03(c), each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and the EC Filings, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and the EC Filings. In connection with and without limiting the foregoing, RJR and the RJR Board shall (ix) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesTransaction Agreements.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c)), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with 44 the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the REIT Merger and the other Transactions, including (i) the obtaining of using reasonable best efforts to obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of to make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; provided, however, that Parent will not be required to agree to, or proffer to, (iiA) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent’s, the obtaining Company’s or any of all necessary Consents their respective Affiliates’ businesses or waivers from third parties(B) cease to conduct business or operations in any jurisdiction in which Parent, (iii) the defending Company or any of any lawsuits their respective Affiliates conducts business or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation operations as of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes date of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board Each party shall use its reasonable best efforts (i) use their reasonable best efforts to ensure that no state takeover statute obtain consents of all third parties necessary, proper or similar statute advisable for the consummation by such party or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that of its Affiliates of the Merger and the other Transactions may be consummated as promptly as practicable on the terms transactions contemplated by this Agreement and otherwise to minimize (including without limitation obtaining the effect of such statute or regulation on consents required under the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions agreements set forth in this Agreement. Subject to applicable Law relating to on Section 3.03(b) of the exchange Company Disclosure Letter or Section 4.03(b) of informationParent Disclosure Letter, as the case may be); provided that, without the prior written consent of Parent, the Company and Parent and their respective counsel shall (i) have the right not agree to review in advance, and any significant modification to the extent practicable each shall consult the other on, any filing made with, contractual arrangement to obtain such consents or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, certificates; (ii) promptly inform each other of to provide any communication (or other correspondence or memoranda) received from, or given to, material notices to third parties required to be provided by the U.S. Department of Justice, the U.S. Federal Trade Commission, Company or any other Governmental Antitrust Entity of its Affiliates prior to the Effective Time, including under any leases or insurance policies; and (iii) furnish each other with copies of to comply in all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection material respects with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation terms of the Company and its Subsidiariesinsurance policies.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents waivers and approvals Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing Closing, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall will (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent and Sub will take all action necessary use their reasonable best efforts to cause Sub to perform its obligations under this Agreement and to consummate obtain the Merger proceeds of the Financing on the terms and conditions set forth described in this Agreement. Subject the Commitment Letters, including using reasonable best efforts to applicable Law relating (A) consummate the Financings contemplated by the Commitment Letters at such time as all conditions to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger such financing and the other Transactionsconditions in Section 7.01 and 7.02 are satisfied (except for those requiring delivery of a certificate evidencing certain matters), (iiB) promptly inform each other maintain the effectiveness of any communication the Commitment Letters (or other correspondence or memorandaand the term sheets and fee letters related thereto) received fromin accordance with their respective terms, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iiiC) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, enter into definitive agreements with respect to the Financing contemplated by the Commitment Letters consistent with the terms and conditions contained therein, (D) satisfy on a timely basis all conditions in such definitive agreements and in the Commitment Letters (and the term sheets and fee letters related thereto) and (E) in the event that the Equity Financing to be provided by any Equity Investor other than the Loss Payor shall become reasonably unlikely to be available (subject to the condition that the conditions in the Merger Agreement are satisfied) to Parent, seek alternative common equity financing (“Alternative Equity Financing”) in an amount equal to the amount of the cash equity investment to be provided pursuant to the Equity Commitment Letter of such Equity Investor, provided, however, nothing in this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.will require Parent

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsMerger, including (i) the identification and obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings Registrations (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromform, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, when reasonable, seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.1. In connection with and without limiting Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to prepay or redeem debt, amend or waive the Company Board shall (i) use their reasonable best efforts provisions of any Contract, or to ensure that no state takeover statute pay any consent or similar statute fees or regulation payments, or divest any assets or enter into commitments regarding the conduct of its business or licensing of technology or know-how unless such action is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreementconditioned upon the consummation of the Merger. Without limiting the foregoing, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel its Subsidiaries shall (i) have the right not take or agree to review in advance, and to the extent practicable each shall consult the other on, take any filing made with, action or written materials to be submitted to, make any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, commitment with respect to this Agreement and any acquisition of businesses or assets which would reasonably be expected to delay or prevent consummation of the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third partiesparties (provided, that neither the Company nor any of the Company Subsidiaries will make or agree to make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or concede anything of monetary or economic value, for the purposes of obtaining any such third party consents without the prior consent of Parent), (iii) the defending of any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Merger and the other Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with furtherance and without limiting not in limitation of the foregoing, the Company if an HSR Filing is required by Law, each of Parent and the Company Board shall, as promptly as practicable after the date hereof (but in any event not later than ten (10) business days after the date hereof) file with the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) a Notification and Report Form pursuant to the HSR Act (the “HSR Filing”), and at the same time as making such HSR Filing shall request that the DOJ and the FTC grant “early termination” of the waiting period related to such HSR Filing and this Agreement and the Transactions. Parent shall pay all filing fees required to be paid in conjunction with such HSR Filing or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under, the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other Transactions. Without limiting the generality of the foregoing, each of Parent and the Company (iA) shall use their its reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated provide all information requested by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, Transactions and (iiB) shall use its reasonable best efforts to promptly inform each other take all actions and steps necessary to obtain and secure the expiration or termination of any communication (applicable waiting periods under the HSR Act or other correspondence applicable compliance with any mandatory pre-merger notification and approval requirements under any foreign (non-US) investment control, antitrust or memorandacompetition laws (“Foreign Antitrust Laws”) received from, and obtain any clearance or given toapproval required to be obtained from the FTC, the U.S. Department of JusticeDOJ, the U.S. Federal Trade Commissionany state attorney general, any foreign competition authority or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or and the other Transactions and to participate in Transactions. For the preparation for such discussionavoidance of doubt, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary nothing in this Section 6.03paragraph or Agreement shall require Parent or Sub to withdraw and resubmit the CFIUS Filing, materials provided whether in response to the other party a request by CFIUS or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesany CFIUS member agency or otherwise.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that this Section 6.03 shall not be deemed to (x) expand the obligation of any party with respect to any matter that is otherwise expressly provided for in this Agreement, or (y) require any party to waive any right or condition to any of such party’s obligations hereunder. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts shall take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or the CVR Agreement and (ii) shall, if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or the CVR Agreement, use their reasonable best efforts take all actions necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the CVR Agreement or otherwise act to minimize the effect of render such state takeover statute or similar statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating inapplicable to the exchange of informationforegoing. Notwithstanding the foregoing, the Company and Parent and their respective counsel its Representatives shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to not be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other prohibited under this Section 6.03 as "Antitrust Counsel Only Material" from taking any action permitted by Section 5.02 (as defined in the Confidentiality AgreementSolicitation; Change of Company Recommendation). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the REIT Merger and the other Transactions, including (i) the obtaining of using reasonable best efforts to obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of to make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; PROVIDED, HOWEVER, that Parent will not be required to agree to, or proffer to, (iiA) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the obtaining Company's or any of all necessary Consents their respective Affiliates' businesses or waivers from third parties(B) cease to conduct business or operations in any jurisdiction in which Parent, (iii) the defending Company or any of any lawsuits their respective Affiliates conducts business or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation operations as of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes date of this Agreement. In connection with and without limiting the foregoing, the The Company and the Company Board shall use its reasonable best efforts (i) use their reasonable best efforts to ensure that no state takeover statute obtain consents of all third parties necessary, proper or similar statute advisable for the consummation by the Company or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that of its Affiliates of the Merger and the other Transactions may be consummated as promptly as practicable on the terms transactions contemplated by this Agreement and otherwise to minimize (including without limitation obtaining the effect of such statute or regulation on consents required under the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions agreements set forth in this Agreement. Subject to applicable Law relating to on Section 3.03(b) of the exchange Company Disclosure Letter); PROVIDED that, without the prior written consent of informationthe Parent, the Company and Parent and their respective counsel shall (i) have the right not agree to review in advance, and any significant modification to the extent practicable each shall consult the other on, any filing made with, contractual arrangement to obtain such consents or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, certificates; (ii) promptly inform each other of to provide any communication (or other correspondence or memoranda) received from, or given to, notices to third parties required to be provided by the U.S. Department of Justice, the U.S. Federal Trade Commission, Company or any other Governmental Antitrust Entity of its Affiliates prior to the Effective Time, including under any leases or insurance policies; and (iii) furnish each other with copies of to comply in all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection material respects with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation terms of the Company and its Subsidiariesinsurance policies.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Merger or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementeach Transaction Agreement and (v) to arrange for the financing contemplated by the Commitment Letter to be provided on substantially the terms and conditions specified in the Commitment Letter. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or any other Transaction or any Transaction or this Agreement and Agreement, (ii) if any state takeover statute or similar statute or regulation becomes applicable to this any Transaction Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this each Transaction Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity Transactions and (iii) furnish each other cooperate with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on arrangements for obtaining the other hand, with respect to Financing. Nothing in this Agreement and the Merger. The Company and Parent shall, shall be deemed to the extent practicable, provide the other require any party and to waive any substantial rights or agree to any substantial limitation on its counsel with advance notice of and the opportunity operations or to participate in any discussion, telephone call or meeting with any Governmental Entity in respect dispose of any filing, investigation significant asset or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation collection of the Company and its Subsidiariesassets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that neither the Company nor Parent shall be required to consent to (i) any prohibition or limitation on the ownership or operation by the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company and its subsidiaries taken as a whole or Parent and its subsidiaries taken as a whole, or any requirement that the Company, Parent or any of their respective subsidiaries dispose of or hold separate any material portion of the business or assets of the Company and the Company Subsidiaries taken as a whole or Parent and its subsidiaries (the "Parent Subsidiaries") taken as a whole as a result of the Offer, the Merger or any other Transaction, (ii) any imposition of limitations on the ability of Parent or Sub to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock, including the right to vote the Company Common Stock purchased by it on all matters properly presented to the shareholders of the Company or (iii) any prohibition on Parent or any of its subsidiaries 37 from effectively controlling in any material respect the business or operations of the Company and the Company Subsidiaries. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))the other Transaction Documents, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated hereby and the other Transactionsthereby, including (ia) the obtaining of all necessary actions or nonactions, waivers, consents consents, authorizations and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval any Permit, approval, waiver or waiver from, exemption from or to avoid an action or proceeding by, any Governmental EntityAuthority, (iib) the obtaining of all necessary Consents Permits or waivers from third parties, (iiic) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Transaction Documents or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainAuthority vacated, prevent stayed or delay the Closing reversed and (ivd) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. In connection with and without limiting ; provided, however, that, other than as provided in Section 6.03 hereof, a party shall not be obligated to take any action pursuant to the foregoing, foregoing if the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect taking of such statute action or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange obtaining of informationany Permit, the Company and Parent and their respective counsel shall (i) have the right to review in advanceapproval, and to the extent practicable each shall consult the other on, any filing made with, waiver or written materials exemption is reasonably likely to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect materially burdensome to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other such party and its counsel with advance notice of and Subsidiaries taken as a whole or to impact in a materially adverse manner the opportunity to participate in any discussion, telephone call economic or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation business benefits of the Company and its Subsidiariestransactions contemplated hereby so as to render inadvisable the consummation of such transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))the other Ancillary Agreements, each of the parties shall will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated hereby and the other Transactionsthereby, including (ia) the obtaining of all necessary actions or nonactions, waivers, consents consents, authorizations and approvals approvals, (i) from Governmental Entities Authorities and (ii) as required by any Contract, Order or license to which any Acquired Entity or Subsidiary is a party or subject to on the Closing Date and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary (A) to obtain an approval any Permit, consent, approval, waiver from or waiver fromexemption, or (B) to avoid an action or proceeding by, by any Governmental EntityAuthority, or (C) to avoid an occurrence of default under the provisions thereof, result in the acceleration of any obligation thereunder or give rise to a right of any party thereto to terminate its obligations thereunder, (iib) the obtaining of all necessary Consents or waivers from third partiesPermits, (iiic) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainAuthority vacated, prevent stayed or delay the Closing reversed and (ivd) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. In connection with and without limiting ; provided, however, that other than as provided in Section 7.3 hereof, a party will not be obligated to take any action pursuant to the foregoing, foregoing if the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect taking of such statute action or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other obtaining of any communication (or other correspondence or memoranda) received Permit, approval, waiver from, or given toexemption is reasonably likely to be materially burdensome to such party or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated hereby so as to render inadvisable the consummation of such transactions; provided, further, that the U.S. Department of JusticeEquityholders, the U.S. Federal Trade CommissionAcquired Entities and Subsidiaries will not be required to make payments in order to obtain such actions, nonactions, waivers, consents, authorizations or any other Governmental Antitrust Entity approvals. All waivers, consents and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect approvals obtained pursuant to this Agreement Section 7.2 will be produced at Closing in form and the Merger. The Company and Parent shall, content reasonably satisfactory to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesParent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall Buyer Parties and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents Consents and approvals qualifications from Governmental Entities and the making of all necessary registrations registrations, filings and filings (including filings with Governmental Entities, if any) notifications and the taking of all reasonable steps as may be necessary to obtain an approval approval, clearance, non-action letter, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, ; (ii) the obtaining of all necessary Consents Consents, qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, ; (iii) the defending of any lawsuits lawsuit or other legal proceedingsproceeding, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsTransactions under any antitrust or competition Law, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed; and (iv) the execution executing and delivery of delivering any additional documents or instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute obtaining any consent or similar statute or regulation is or becomes applicable to approval from any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, non-governmental third parties with respect to this Agreement and the Merger. The Company and Parent shallTransactions, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding notwithstanding anything to the contrary in this Section 6.03Agreement, materials provided (A) without the prior written consent of the Buyer Parties (not to be unreasonably conditioned, withheld or delayed), the other party or its counsel may be redacted to remove references concerning the valuation Company shall not and shall not permit any of the Company Subsidiaries or JV Entities to pay or commit to pay, to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person or modify any Contract and its Subsidiaries(B) none of the Buyer Parties or their affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as promptly as practicable, the most expeditious manner practicableOffer, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and Consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (ii) the obtaining of all necessary Consents defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall, and the Company shall cause the Company Subsidiaries to, (iA) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiB) if any state takeover statute or similar statute or regulation becomes or purports to be applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such statute or regulation on the Merger Transactions and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger. In furtherance of the foregoing, (i) the Company shall use commercially reasonable efforts to, and shall cause its Subsidiary Deltek Danmark A/S to use its commercially reasonable efforts to, obtain a written consent to the Merger and related transaction from the other Transactionslicensor under each of the contracts specified in Section 6.5(a) of the Disclosure Schedule, including (iii) each of the parties shall use their reasonable best efforts to (a) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Consents and the making of all necessary registrations Registrations specified in Section 3.3(c) and filings (including filings with Governmental Entities, if anySection 4.3(c) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or such Consents and to avoid an action or proceeding by, any Governmental Entitymake such Registrations, (iib) the obtaining of all other necessary Consents consents, approvals or waivers from third parties, (iiic) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (ivd) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing; provided, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreementhowever, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject sentence shall not be deemed to applicable Law relating to the exchange have been breached as a result of information, actions taken by the Company and expressly permitted under Section 6.3. Notwithstanding the foregoing, neither Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliatesSub, on the one hand, and any Governmental Entity or the Company and its respective staffSubsidiaries, on the other hand, with respect shall be obligated to this Agreement and amend or waive the provisions of any Contract, or to pay any consent or similar fees or payments unless such action is conditioned upon the consummation of the Merger. The Company and Parent shallWithout limiting the foregoing, none of the parties shall take or agree to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity take any action that would reasonably be expected to participate result in any discussion, telephone call of the conditions set forth in Article VII not being satisfied or meeting with any Governmental Entity in respect to delay or prevent consummation of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under transactions contemplated by this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepracticable and in any case prior to the Outside Date, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary or advisable registrations and filings as determined by Parent (including filings with Governmental EntitiesAuthorities, if any) after consultation and discussion with, and consideration in good faith of the views of, the Company, and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedingsproceedings through the Outside Date, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent Authority vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements in accordance with the terms and subject to the conditions thereof. In connection with furtherance and without limiting not in limitation of the foregoing, the Company each of Parent and the Company Board shall, (x) as promptly as reasonably practicable after the date hereof, but in any event not later than 10 Business Days after the date hereof, unless otherwise agreed by the parties, file with the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) a Notification and Report Form pursuant to the HSR Act (the “HSR Filing”), (y) as promptly as reasonably practicable make each other filing required or advisable pursuant to any Foreign Regulatory Law of any jurisdiction specified in Section 6.03(a) of the Company Disclosure Letter (a “Specified Foreign Regulatory Law”) and (z) as promptly as reasonably practicable make each other filing required or advisable in the view of Parent after consultation and discussion with, and consideration in good faith of the views of, the Company, pursuant to any other Foreign Regulatory Law. Each of the parties hereto shall cooperate reasonably with each other in connection with the making of all such filings or responses, promptly inform the other of, and provide the other party hereto with copies of, any substantive communications with any Governmental Authority (ior summaries thereof in the case of oral communications) or filings in connection with the Transactions. To the extent permitted by applicable Law, and subject to all applicable privileges (including the attorney-client privilege), each of the parties hereto shall use their reasonable best efforts to ensure that no state takeover statute consult and cooperate with one another, provide any reasonably necessary information, consider in good faith the views of one another, and permit the other party hereto the opportunity to review and provide comments in advance, in connection with any presentations, memoranda, briefs, or similar statute other submissions made or regulation is or becomes applicable provided to any Transaction Governmental Authority by or this Agreement and (ii) if on behalf of any state takeover statute party hereto in connection with proceedings or similar statute regulatory reviews under or regulation becomes applicable relating to this Agreement, use their the HSR Act or any other Antitrust Law or Foreign Regulatory Law related to the Transactions. Each of the parties agrees to provide reasonable best efforts advance notice to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement party of any substantive meeting(s) (including teleconferences or videoconferences) with any Governmental Authority in respect of any submission, notification or investigation under any Antitrust Law or Foreign Regulatory Law and otherwise to minimize the effect of such statute or regulation on the Merger and provide the other Transactionsparty the opportunity to attend to the extent reasonably practical and permitted by applicable Law or Governmental Authority unless otherwise agreed by the parties in advance. Without limiting the obligations of Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to , Parent shall control the exchange of informationstrategy associated with obtaining approvals, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made withconsents, or written materials waivers necessary to be submitted to, consummate the Transaction under any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (Antitrust Law or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its SubsidiariesForeign Regulatory Law.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (includingAgreement, without limitationunless, those contained in Sections 6.03(b) and (cto the extent permitted by Section 5.2(b)), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) using reasonable best efforts to take all actions necessary to cause the obtaining conditions to Closing set forth in Article VII of this Agreement to be satisfied as promptly as practicable after the date of this Agreement, (ii) the taking of all reasonable steps as may be necessary actions to obtain a Consent or nonactions, waivers, consents and approvals waiver from any Governmental Entities Entity that is required to be obtained to satisfy the condition set forth in Section 7.1(b) and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) that are required to be made to satisfy the condition set forth in Section 7.1(b) and (iii) the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from any third partiesparties reasonably requested by Parent to be obtained in connection with the Merger under the Material Contracts, (iii) provided, however, that in no event shall Parent, Merger Sub or the defending of Company be required to pay any lawsuits fee, penalty or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking consideration to have vacated or reversed any decree, order or judgment entered by any court landlord or other Governmental Entity that would restrainperson to obtain any such consent, prevent approval or delay the Closing waiver, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the Company Board shall U.S. Federal Trade Commission (ithe “FTC”) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on Antitrust Division of the terms Department of Justice (the “Antitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the transactions contemplated by this Agreement and otherwise to minimize as promptly as practicable. The HSR Filing shall be in compliance with the effect requirements of such statute or regulation on the Merger HSR Act. Each of Parent and the Company shall cooperate with the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult necessary to assist the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company of its HSR Filing and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation request early termination of the Company and its Subsidiarieswaiting period required by the HSR Act.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Authority and the making of all necessary registrations and filings (including filings with any Governmental EntitiesAuthority, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainAuthority vacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In connection with and without limiting the foregoing; provided, however, that no loan agreement or contract for borrowed money entered into by the Company or any of its Subsidiaries shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreementwhich approval shall not be unreasonably withheld). Notwithstanding anything to the contrary Nothing contained in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of 8.4(a) shall prohibit the Company and its SubsidiariesSubsidiaries from taking any action permitted by Section 8.5 or from terminating this Agreement pursuant to Section 10.1. In addition to the obligations set forth above, the Company shall cooperate with Parent's reasonable requests in connection with Parent's efforts to finalize the financing, on terms reasonably satisfactory to Parent, necessary to provide Parent and Purchaser with sufficient funds to purchase at the Offer Price all of the shares of Company Common Stock outstanding on a fully diluted basis, including the Company's providing financial statements and financial and other business information reasonably required to be disclosed by Parent in connection therewith.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c)), each Each of the parties shall has agreed to use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsMerger, including (i) the • identifying and obtaining of all necessary actions or nonactionsactions, waivers, consents and approvals from Governmental Entities governmental entities and the making of all necessary registrations and filings (including filings with Governmental Entitiesgovernmental entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entitygovernmental entity, (ii) the • obtaining of all necessary Consents or consents, approvals and waivers from third parties, (iii) the • with certain exceptions, defending of any lawsuits or other legal proceedings, whether judicial or administrative, proceedings challenging this Agreement the Merger Agree- ment or the consummation of the TransactionsMerger, including including, when reasonable, seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restraingovernmental entity vacated or reversed, prevent or delay the Closing and (iv) the execution • executing and delivery of delivering any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this the Merger Agreement. In connection with We and without limiting our subsidiaries are not obligated to prepay or redeem any debt, amend or waive the foregoingprovisions of any contract, the Company and the Company Board shall (i) use their reasonable best efforts or to ensure that no state takeover statute pay any consent or similar statute fees or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made withpayments, or written materials divest any assets or enter into commitments regarding the conduct of its business or licensing of technology or know-how, in each case unless such action is conditioned upon the consummation of the Merger. FIS and we have agreed to be submitted to, any Governmental Entity in connection promptly make (and cooperate with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memorandain making) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondencenecessary registrations, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, submissions with respect to this the Merger Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.required under

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other 40 45 parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Authority and the making of all necessary registrations and filings (including filings with any Governmental EntitiesAuthority, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainAuthority vacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary or appropriate to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In connection with and without limiting the foregoing; provided, however, that no loan agreement or contract for borrowed money entered into by the Company or any of its Subsidiaries shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondenceits Subsidiaries in order to obtain any such consent, filings and approval or authorization without first obtaining the written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Mergerapproval of Parent. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary Nothing contained in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of 8.4(a) shall prohibit the Company and its SubsidiariesSubsidiaries from taking any action permitted by Section 8.5 or from terminating this Agreement pursuant to Section 10.1.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with and without limiting the foregoing, Parent, the Company and the Company Board their respective Boards of Directors shall (ix) use their reasonable best efforts to ensure take all action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any Transaction or other transaction contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement, use their reasonable best efforts to ensure take all action necessary so that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in transactions contemplated by this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, Notwithstanding any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything provision to the contrary in this Section 6.035.02, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesthe Company Representatives shall not be prohibited under this Section 5.02 from taking any action permitted by Section 4.02.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsadvisable Consents from, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent from or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental EntityEntity or other third party with respect to this Agreement or the Transactions, (ii) furnishing all information required to be furnished in connection with obtaining any Consents from or making any filings with any Governmental Entity or other third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with this Agreement or the obtaining consummation of all necessary Consents or waivers from third partiesthe Transactions, (iii) the defending or contesting of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting , in the foregoing, the Company and the Company Board shall case of each of clauses (i) use their reasonable best efforts through (iv), other than with respect to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement Consents, registrations, declarations, filings, instruments and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law Proceedings relating to or under the exchange of informationHSR Act, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, Section 721 or any other Governmental Antitrust Entity Required Regulatory Approval, which are the subject of Sections 6.03(b), 6.03(c) and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may6.03(d), as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesapplicable.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall, and shall cause their respective subsidiaries to cooperate in good faith and use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, and in any event prior to the most expeditious manner practicableOutside Date, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waiverswaivers and Consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityEntity with respect to this Agreement or the Transactions, (ii) the obtaining of all necessary Consents defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with addition and without limiting the foregoing, the Company and the Company Board shall (iI) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiII) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and this Agreement. In addition and without limiting the other Transactions. foregoing, Parent will take all action necessary shall not, and shall cause its affiliates not to, effect or agree to cause Sub any business combination (whether structured as a merger, business combination, tender offer, exchange offer or similar transaction) or the acquisition of any assets, licenses, rights, product lines, operations or businesses of any Person that would reasonably be expected to perform its obligations under this Agreement and to consummate prevent or materially delay the Merger on consummation of the terms and Transactions or make materially more difficult the satisfaction of the conditions set forth in Sections 6.01(a) or (b). Nothing in this Agreement. Subject Section 5.03 will apply to applicable Law relating to the exchange or restrict communications or other actions by Parent, any subsidiary of informationParent, the Company and Parent and their respective counsel shall (i) have the right or any Company Subsidiary with or with respect to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity Entities in connection with their respective businesses in the Merger and ordinary course of business. Notwithstanding anything in this Agreement to the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given tocontrary, the U.S. Department of Justiceparties agree that Parent, the U.S. Federal Trade Commission, Merger Sub or any other Governmental Antitrust Entity and subsidiary of Parent shall not be required to: (iiiA) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and agree to conditions imposed by any Governmental Entity or its respective staffpropose, on negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the other handsale, divestiture, licensing or disposition of assets or businesses of the Company, any of the Company Subsidiaries, Parent or any subsidiary of Parent, (B) accept any operational restrictions, or otherwise propose, negotiate, take or commit to take actions that limit any of the Company’s or the Company Subsidiaries’ freedom of action with respect to, or Parent’s ability to this Agreement and retain or freely operate, any of the Merger. The assets, properties, licenses, rights, operations or businesses of the Company and Parent shallor any of the Company Subsidiaries, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call (C) undertake or meeting enter into agreements with any Governmental Entity in respect or agree to the entry of an order by any filingGovernmental Entity, investigation (D) commit to terminate, amend or replace any existing relationships and contractual rights and obligations of the Parent, the Company, the Surviving Corporation or any other subsidiary of Parent or the Company, (E) terminate any relevant venture or other inquiry in connection with arrangement of the Merger Parent, the Company, the Surviving Corporation or any subsidiary of Parent or the Surviving Corporation, or (F) effectuate any other Transactions and to participate in change or restructuring of the preparation for such discussionParent, telephone call the Company, the Surviving Corporation or meetingany subsidiary of Parent or the Company. The Company shall not, and Parent mayshall cause the Company Subsidiaries not to, as each deems advisable and necessary, reasonably designate take any competitively sensitive material provided of the foregoing actions in clauses (A) through (F) with respect to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined Company or any Company Subsidiary unless consented to in writing by Parent, provided that the Confidentiality Agreement)Company shall, and shall cause each Company Subsidiary to, undertake such actions if requested by Parent if the effectiveness of such action is conditioned upon the occurrence of the Closing. Notwithstanding anything in this Agreement to the contrary in this Section 6.03contrary, materials provided neither the Company, Parent or Merger Sub shall be required to the other party commit to or its counsel may be redacted agree with any Governmental Entity to remove references concerning the valuation any amendments or modifications to any of the Company and its Subsidiariesterms of this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties party shall use use, and shall cause its Affiliates to use, its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactions, including including, but subject to the terms and conditions of this Agreement, (i) the satisfaction of the conditions set forth in Article VII, (ii) obtaining of all necessary actions or nonactionsadvisable Authorizations and Consents from, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations or advisable registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be reasonably necessary or advisable to obtain an approval any Authorizations or waiver Consents from, or to avoid an action or proceeding bya Proceeding with, any Governmental EntityEntity or other third-party with respect to this Agreement or the Transactions, (ii) including the obtaining expiration or termination of all necessary Consents any applicable waiting period in respect of the HSR Act and other applicable Antitrust Laws or waivers from third partiesFDI Laws, (iii) the defending of furnishing all information required to be furnished in connection with obtaining any lawsuits Authorizations or Consents from or making any filings with any Governmental Entity or other legal proceedingsthird-party, whether judicial and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or administrative, challenging any of their respective Subsidiaries or Affiliates in connection with this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) defending or contesting any Proceedings by any Governmental Entity or third-party challenging this Agreement or the execution consummation of the Transactions and delivery of (v) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement so long as such additional instruments are consistent with the terms of this Agreement. Nothing contained in this Section 6.04 shall permit the Company or any Subsidiary thereof to take any action that otherwise requires the consent of approval of Parent pursuant to this Agreement without obtaining such consent or approval. In connection with obtaining any Authorization or Consent of any Governmental Entity or other Person with respect to the Transactions pursuant to this Section 6.04, and without limiting subject to the foregoingother terms set forth herein, including the obligations on Parent set forth in Section 6.04(f), none of the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliatesSubsidiaries, on the one hand, and nor Parent nor any Governmental Entity or of its respective staffAffiliates, on the other hand, with respect shall be required to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in make any discussion, telephone call or meeting with any Governmental Entity in respect material payment of any filingfees, investigation expenses or other inquiry in connection with the Merger consideration (including increased or the accelerated payments), other Transactions and than customary filing fees, or agree to participate in the preparation for such discussion, telephone call any material contractual or meetingother material concessions. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.49

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as promptly as reasonably practicable, the most expeditious manner practicableOffer, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entitieswith, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental EntityEntity with respect to this Agreement or the Transactions, (ii) the obtaining of all necessary Consents defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (iA) use their reasonable best efforts take all action necessary to ensure that no state takeover statute restrictions on business combinations of any Takeover Law or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iiB) if the restrictions on business combinations of any state takeover statute Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, use their its reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Transactions and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsMerger, including (i) the identification and obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings Registrations (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, including those set forth in Section 3.4(b) of the Disclosure Schedule, with each party bearing its costs for obtaining the waivers, approvals and consents referred to in clauses (i) and (ii) of this sentence, (iii) subject to Section 6.13, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, when reasonable, seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.3. In connection with and without limiting Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to prepay or redeem debt (or notes), amend or waive the provisions of any Contract, or to pay any consent or similar fees or payments, or divest any assets or enter into commitments regarding the conduct of its business or licensing of technology or know-how, in each case unless such action is conditioned upon the consummation of the Merger. Without limitation of the foregoing, each of Parent and the Company Board shall undertakes and agrees (ix) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable file as soon as practicable, and in any event prior to 10 business days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and (y) promptly make all necessary registrations and filings, and thereafter make any Transaction or other required submissions, with respect to this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger required under (1) any applicable Federal or state securities laws, (2) any applicable competition, antitrust or investment laws of jurisdictions other than the United States and the (3) any other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise applicable law; provided, however, that, subject to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of informationappropriate confidentiality protections, the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and their respective counsel all attachments thereto to the non-filing party and its outside counsel. Each of Parent and the Company shall (i) have respond as promptly as practicable to any inquiries received from the right to review in advance, FTC or the Antitrust Division for additional information or documentation and to the extent practicable each shall consult the all inquiries and requests received from any State Attorney General 44 or other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger antitrust matters, and the other Transactions, (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Each party shall (i) promptly inform each notify the other party of any written communication (or other correspondence or memoranda) received from, or given toto that party from the FTC, the U.S. Department of JusticeAntitrust Division, the U.S. Federal Trade Commission, any State Attorney General or any other Governmental Antitrust Entity and, subject to applicable law, permit the other party and its outside counsel to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat, in each case to the extent reasonably practicable; and (iii) furnish each as promptly as reasonably practicable the other party with copies of all correspondence, filings filings, and written communications (and a reasonable explanation of the substance of oral communications) between them or and their subsidiaries or affiliates, affiliates and their respective representatives on the one hand, and any Governmental Entity government or its regulatory authority or members or their respective staff, staffs on the other hand, with respect to this Agreement and the Merger. The Company and Parent shallWithout limiting the foregoing, if any objections are asserted with respect to the extent practicabletransactions contemplated hereby under any antitrust law, provide the other party and its counsel with advance notice of and the opportunity to participate in or if any discussion, telephone call suit or meeting with proceeding is instituted or threatened by any Governmental Entity in respect or any private party challenging any of the transactions contemplated hereby as violative of any filingantitrust law, investigation the parties shall use their reasonable best efforts promptly to resolve any such objections. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Company or any of its Subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger and the other transactions contemplated by this Agreement. However, notwithstanding any contrary provision of this Agreement, Parent shall not be required to make any such request, nor shall Parent be required to agree to any prohibition, condition, limitation or other inquiry in connection with requirement that (A) prohibits or materially limits the Merger ownership, operation or control by the other Transactions Company, the Company’s Subsidiaries, the Surviving Corporation or Parent or any of their Affiliates of any material portion of the business, operations or assets of the Company, the Company’s Subsidiaries, the Surviving Corporation, Parent or any of their Affiliates, or compels the Company, the Company’s Subsidiaries, the Surviving Corporation, Parent or any of their Affiliates to dispose of or hold separate any material portion of their business or assets as a result of the Merger, (B) seeks to impose limitations on the ability of Parent to acquire, hold, or exercise full rights of direct or indirect ownership of the Surviving Corporation or any of the Company’s material Subsidiaries, including the right to vote the capital stock of the Surviving Corporation on all matters properly presented to the stockholders of the Surviving Corporation and to participate declare or pay dividends on any capital stock of the Surviving Corporation and the Company’s Subsidiaries, (C) would, individually or in the preparation for such discussionaggregate, telephone call reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or meeting. The results of operations of Parent and its Subsidiaries (other than the Company and Parent mayits Subsidiaries after the Effective Time), taken as each deems advisable a whole, with materiality for purposes of the foregoing being measured in relation to the size and necessaryscale of the operations of the Company and its Subsidiaries taken as a whole or (D) would, individually or in the aggregate, reasonably designate any competitively sensitive be expected to result in a material provided to adverse effect on the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03business, materials provided to the other party financial condition, assets, liabilities or its counsel may be redacted to remove references concerning the valuation results of operations of the Company and its Subsidiaries, taken as a whole (each of (A) through (D), a “Substantial Burden”).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrain, prevent vacated or delay the Closing reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any transaction contemplated hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactionstransactions contemplated hereby. Parent will take all action necessary to cause Sub to perform its obligations under Nothing in this Agreement and shall be deemed to consummate the Merger require any party to waive any substantial rights or agree to any substantial limitation on the terms and conditions set forth in this Agreement. Subject its operations or to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other dispose of any communication (significant asset or other correspondence or memoranda) received from, or given to, the U.S. Department collection of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiariesassets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the REIT Merger and the other Transactions, including (i) the obtaining of using reasonable best efforts to obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of to make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; provided, however, that Parent will not be required to agree to, or proffer to, (iiA) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the obtaining Company's or any of all necessary Consents their respective Affiliates' businesses or waivers from third parties(B) cease to conduct business or operations in any jurisdiction in which Parent, (iii) the defending Company or any of any lawsuits their respective Affiliates conducts business or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation operations as of the Transactions, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes date of this Agreement. In connection with and without limiting the foregoing, the The Company and the Company Board shall use its reasonable best efforts (i) use their reasonable best efforts to ensure that no state takeover statute obtain consents of all third parties necessary, proper or similar statute advisable for the consummation by the Company or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that of its Affiliates of the Merger and the other Transactions may be consummated as promptly as practicable on the terms transactions contemplated by this Agreement and otherwise to minimize (including without limitation obtaining the effect of such statute or regulation on consents required under the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions agreements set forth in this Agreement. Subject to applicable Law relating to on Section 3.03(b) of the exchange Company Disclosure Letter); provided that, without the prior written consent of informationthe Parent, the Company and Parent and their respective counsel shall (i) have the right not agree to review in advance, and any significant modification to the extent practicable each shall consult the other on, any filing made with, contractual arrangement to obtain such consents or written materials to be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, certificates; (ii) promptly inform each other of to provide any communication (or other correspondence or memoranda) received from, or given to, notices to third parties required to be provided by the U.S. Department of Justice, the U.S. Federal Trade Commission, Company or any other Governmental Antitrust Entity of its Affiliates prior to the Effective Time, including under any leases or insurance policies; and (iii) furnish each other with copies of to comply in all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection material respects with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation terms of the Company and its Subsidiariesinsurance policies.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c))Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have vacated any stay or reversed any decree, temporary restraining order or judgment entered by any court or other Governmental Entity that would restrainvacated or reversed, prevent or delay (iv) the Closing Company obtaining the insurance coverage referred to in Section 7.02(g) and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any other Transaction Agreement, use their reasonable best efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate Notwithstanding the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of informationforegoing, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to not be submitted to, any Governmental Entity in connection with the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other prohibited under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement6.03(a) from taking any action permitted by Section 5.02(b). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries.