Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, includingincluding using reasonable best efforts to accomplish the following: (i) the obtaining of obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities and the making of Entities, make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities) and the taking of take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding any Action by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third partiesEntity, (iii) the defending of vigorously resist and contest any lawsuits Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal proceedingsorder (whether temporary, whether judicial preliminary or administrativepermanent) that is in effect and that could restrict, challenging this Agreement prevent or the prohibit consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered including, without limitation, by any court or other Governmental Entity vacated or reversedvigorously pursuing all avenues of administrative and judicial appeal, and (iv) the execution execute and delivery of deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any material fee, penalty or other consideration or make any other material concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. No party In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to this Agreement shall consent to any voluntary delay of applicable Law and the consummation of the Offer or the Merger at the behest instructions of any Governmental Entity without Entity, the consent Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other parties with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to this Agreementsuch transactions, which consent and, to the extent practicable under the circumstances, shall not be unreasonably withheldprovide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto 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 advisable, to consummate and make effective, in the most expeditious manner practicable, the Offer, the Company Merger and the other transactions contemplated by this Agreement, including, but not limited to: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) with, and the taking of all other 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvalsif applicable), ; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, persons other than Governmental Entities; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require any party hereto to enter into any agreement with any Governmental Entity or to consent to any voluntary delay order, decree or judgment requiring such party to hold, separate or divest, or to restrict the dominion or control of such party or any of its Affiliates over, any of the consummation assets, properties or businesses of such party or its Affiliates in existence on the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withhelddate hereof.

Reasonable Best Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Parent, Purchaser and the parties agrees Company agree to use 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 (subject to any applicable laws) to consummate and make effective, in the most expeditious manner practicable, the Offer, effective the Merger and the other transactions contemplated by this AgreementTransactions as promptly as practicable including, including: but not limited to, (i) the obtaining preparation and filing of all necessary actions or non-actionsforms, waivers, consents registrations and approvals from all Governmental Entities notices required to be filed to consummate the Merger and the making of all necessary registrations and filings (including filings with Governmental Entities) other Transactions and the taking of all reasonable steps such actions as may be are necessary to obtain an any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or waiver from, or to avoid an action or proceeding by, consent from any Governmental Entity (including those necessary to be obtained prior to Closing. Notwithstanding the foregoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any other pre-merger filings and State Takeover Approvals)Company Subsidiary shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or Purchaser's freedom of action with respect of, (ii) or their ability to retain, the obtaining of all necessary consents, approvals Company or waivers from third parties, (iii) the defending of any lawsuits Company Subsidiary or other legal proceedings, whether judicial any material portions thereof or administrative, challenging this Agreement or the consummation any of the transactions contemplated herebybusinesses, including seeking to have any stay product lines, properties or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay assets of the consummation of the Offer Company or the Merger at the behest of any Governmental Entity Company Subsidiary, without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldParent's prior written consent.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement----------------------- herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, 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 laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, including: (i) the obtaining proper officers and directors of each party to this Agreement shall take all such necessary actions or non-actionsaction. Such reasonable best efforts shall include, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)without limitation, (iia) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or parties and governmental authorities necessary to the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedthis Agreement, and (ivb) opposing vigorously, to the execution and delivery of extent commercially reasonable, any additional instruments necessary litigation or administrative proceeding relating to consummate this Agreement or the transactions contemplated by hereby, including, without limitation, to the extent commercially reasonable, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in this Agreement. No Agreement to the contrary, neither the Investors nor any of their affiliates shall be under any obligation of any kind to enter into any negotiations or to otherwise agree with any Authority, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or any other party to this Agreement shall consent to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any voluntary delay of the consummation Company, the Investors or any of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldInvestors' affiliates.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties 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 OfferMerger, the Merger and the other transactions contemplated by this Agreement, including: including (ia) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (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, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ivd) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party ; provided, however, that the -------- ------- Company shall be under no obligation to this Agreement take any action to the extent that the Board of Directors shall consent to any voluntary delay conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldDirectors' fiduciary obligations under applicable law.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to conditions herein provided for the conditions set forth in this AgreementCompany, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, 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 laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Offer, the Merger Investment Transactions and the other transactions contemplated by this Agreement. In case at any time after Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, including: the proper officers and directors of each party to this Agreement shall take all such necessary action. Such reasonable best efforts shall include, without limitation, (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or parties and governmental authorities necessary to the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, this Agreement and (ivii) the execution and delivery of opposing vigorously any additional instruments necessary litigation or administrative proceeding relating to consummate this Agreement or the transactions contemplated by hereby, including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in this Agreement. No Agreement to the contrary, neither the Investor nor any of its affiliates shall be under any obligation of any kind to enter into any negotiations or to otherwise agree with any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or any other party to this Agreement shall consent to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any voluntary delay of the consummation Company, the Investor or any of the Offer or Investor's affiliates. Further, in the Merger event the requisite approval of stockholders is not obtained at the behest of Stockholder Meeting, no party hereto will be under any Governmental Entity without further obligation to cause the consent of the other parties Closings to this Agreement, which consent shall not be unreasonably withheldoccur.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties 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 Offer, the Merger and the other transactions contemplated by this Agreement, includingincluding using reasonable best efforts to accomplish the following: (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 non-actions, waivers, consents and approvals from all 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 by, any Governmental Entity (including those in connection Authority with respect to the HSR Act, any other pre-merger filings and State Takeover Approvals)transactions contemplated hereunder, (ii) 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, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, reversed and (ivd) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. No Without limiting the foregoing, until the Effective Time, Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement. Notwithstanding the foregoing, nothing contained in this Section 6.1 shall require any party to this Agreement shall consent to waive or exercise any voluntary delay right hereunder which is waivable or exercisable in the sole discretion of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldsuch party.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementprovided herein, each of the parties agrees to Company, Parent and Sub shall, and the Company shall cause each of its Subsidiaries to, cooperate and use their reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to domake, or cause to be done, and to assist and cooperate with the other parties in doingmade, all things filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementAgreement including, including: (i) without limitation, their reasonable best efforts to obtain, prior to the obtaining Closing Date, all licenses, permits, consents, approvals, authorizations, qualifications and orders of all necessary actions or non-actions, waivers, consents governmental authorities and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary parties to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection contracts with the HSR Act, any other pre-merger filings Company and State Takeover Approvals), (ii) the obtaining of all its Subsidiaries as are necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the for consummation of the transactions contemplated herebyby this Agreement and to fulfill the conditions to the Offer and the Merger; PROVIDED, including seeking to have any stay HOWEVER, that no loan agreement or temporary restraining order entered contract for borrowed money shall be repaid except as currently required by any court its terms, in whole or other Governmental Entity vacated or reversedin part, and (iv) no contract shall be amended to increase the execution and delivery amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer such consent, approval or the Merger at the behest of any Governmental Entity authorization without the prior written consent of the other parties to this Agreement, Parent (which consent shall not be unreasonably withheld). Without limiting the generality of the foregoing, without the prior written consent of the Company, neither Parent nor Sub will take any action which would cause any of the conditions set forth in the Commitment Letter not to be satisfied or which would make its representation in Section 5.8 hereof untrue.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to Company and Parent shall cooperate with and assist the other party, and shall use its reasonable best efforts efforts, to promptly (i) 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 under applicable Law to consummate the transactions contemplated hereby as soon as practicable, including preparing and make effectivefiling as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Governmental Entity, that are necessary, proper or advisable to consummate the Merger and other transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps Termination Date. Except as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions otherwise expressly contemplated hereby, including seeking each of the Company and Parent shall not, and shall cause its Subsidiaries not to, take any action or knowingly omit to have take any stay action within its reasonable control where such action or temporary restraining order entered by omission would, or would reasonably be expected to, result in (A) any court of the conditions to the Merger set forth in Article 6 not being satisfied prior to the Termination Date or (B) a material delay in the satisfaction of such conditions. Neither Parent nor the Company will directly or indirectly extend any waiting period under the HSR Act or other Regulatory Laws or enter into any agreement with a Governmental Entity vacated to delay or reversed, and (iv) the execution and delivery of any additional instruments necessary not to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of except with the consummation of the Offer or the Merger at the behest of any Governmental Entity without the prior written consent of the other parties to this Agreementother, which consent shall not be unreasonably withheldwithheld in light of closing the transactions contemplated by this Agreement on or before the Termination Date.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, including without limitation Section 4.2 hereof, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid or vigorously defend an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto 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 Offer, sale of the Merger Assets to Buyer and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities Bodies and the making of all necessary registrations and filings (including filings with Governmental EntitiesBodies) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), Body; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, Consents; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, ; and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or sale of the Merger Assets at the behest of any Governmental Entity Body without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, prior to or following the Closing, each of the parties Parties hereto 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, sale of the Merger Assets to Purchaser and the other transactions contemplated by this Agreementherein, including: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents Consents and approvals from all Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities) 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 Proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), Authority; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, Consents; (iii) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, ; and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party Party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or sale of the Merger Assets at the behest of any Governmental Entity Authority without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actionsactions (including entering into transactions), 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 prepare the Consent Statement and the Schedule 13E-3 and to consummate and make effective, in the most expeditious manner practicable, the OfferMerger, the Merger and the other transactions contemplated by this Agreement, including: including (i) the prompt making of their respective filings and thereafter the making of any other required submission with respect to the Merger, (ii) the obtaining of all additional necessary actions or non-actions, waivers, consents and approvals from all any applicable federal, state, foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal of competent jurisdiction (a “Governmental Entities Entity”) and the making of all necessary registrations and filings (including filings with Governmental Entities) 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, from any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary 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 the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ivv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent shall use their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate in the most expeditious manner possible the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to assist effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and cooperate with the other parties in documents, (ii) taking all appropriate actions, and doing, or causing to be done, all things necessary, proper or advisable under Applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining including using its reasonable best efforts to obtain and maintain all approvals, consents, registrations, permits, licenses, certificates, variances, exemptions, orders, franchises, authorizations and other confirmations of all necessary actions Governmental Authorities or non-actionsother Third Parties that are necessary, waivers, consents proper or advisable to consummate the transactions contemplated by this Agreement and approvals from all Governmental Entities and to fulfill the making of all necessary registrations and filings (including filings with Governmental Entities) and conditions to 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third partiestransactions contemplated by this Agreement, (iii) the defending of any lawsuits actions, suits, claims, investigations or other legal proceedings, whether judicial proceedings threatened or administrative, challenging this Agreement or the consummation of commenced by any Governmental Authority relating to the transactions contemplated herebyby this Agreement, including seeking to have any stay or stay, temporary restraining order or preliminary injunction entered by any court or other Governmental Entity Authority vacated or reversed, and (iv) cooperating to the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Section 6.5.1. Subject to the terms and subject to the conditions set forth in of this Agreement, including Section 6.4, each of the parties agrees to 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 Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Offertransactions provided for in this Agreement, including (i) preparing and filing, as soon as practicable, all forms, registrations and notices required to be filed to consummate the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) Agreement and the taking of all reasonable steps such actions as may be are necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver fromwaivers by, or to avoid an action or proceeding by, any Third Party or Governmental Entity Entity, including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as practicable, of any form or report required by any other Governmental Entity, relating to antitrust, competition, trade or other regulatory matters) and (ii) causing the satisfaction of all conditions set forth in Article VII (including those the prompt termination of any waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period thereunder)). Notwithstanding anything to the contrary contained in this Section 6.5, in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Merger or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent Parent shall not be unreasonably withheldrequired to agree to any terms, conditions, or modifications with respect to (i) obtaining any Governmental Consents (as hereinafter defined) or (ii) avoiding any action or proceeding by any Third Party or Governmental Entity, to the extent such terms, conditions or modifications would result in, or would be reasonably likely to result in, (a) a Company Material Adverse Effect or (b) Parent, the Company or any of their respective Subsidiaries having to cease, sell or otherwise dispose of any assets or business (including the requirement that any such assets or businesses be held separate) that a reasonably prudent investor would determine to be material to Parent or to the material benefits of the transaction for which Parent has bargained for hereunder.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto 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 advisable, to consummate and make effective, in the most expeditious manner as soon as reasonably practicable, the Offer, the Merger Amalgamation and the other transactions contemplated by this Agreement, including, but not limited to: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) with, and the taking of all other 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), Entity; (ii) the obtaining obtaining, of all necessary consents, approvals or waivers from third parties, persons other than Governmental Entities; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Parent Ancillary Agreements and HIIC Ancillary Agreements, or the consummation of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including, without limitation, using reasonable best efforts to accomplish the following: (i) the obtaining of obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties; (ii) obtain all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, Orders and approvals authorizations from all Governmental Entities and the making of Authorities, make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities) and the taking of take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an any commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws with respect to the Transactions (“Antitrust Proceedings”) by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, Authority; (iii) the defending of vigorously resist and contest any lawsuits Action, including any Antitrust Proceeding, and seek to have vacated, lifted, reversed or other legal proceedingsoverturned any Order (whether temporary, whether judicial preliminary or administrativepermanent) that is in effect and that could restrict, challenging this Agreement prevent or the prohibit consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered including, without limitation, by any court or other Governmental Entity vacated or reversed, vigorously pursuing all avenues of administrative and judicial appeal; and (iv) the execution execute and delivery of deliver any additional instruments necessary to consummate the transactions contemplated by Transactions, and fully to carry out the purposes of this Agreement. No party ; provided, however, that neither the Company nor any of its Subsidiaries shall commit to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest payment of any Governmental Entity fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of the other parties to this Agreement, which consent shall not be unreasonably withheldParent.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to use 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 Offertransactions contemplated by this Agreement. Without limiting the foregoing, and subject to the other provisions of this Section 5.6, each of Company, Parent and Merger Sub agrees to use its reasonable best efforts to (i) obtain all consents, approvals, orders and authorizations of, and make all registrations, declarations or filings with, any Governmental Entity that are required to be obtained under Law in connection with the transactions contemplated hereby, (ii) obtain all waivers, consents and approvals from other parties to Contracts to which Company or any of its Subsidiaries is a party necessary for the consummation of the transactions contemplated hereby, (iii) prevent the entry, enactment or promulgation of any threatened or pending Order or Legal Restraint that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, (iv) lift or rescind any Order or Legal Restraint that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, and (v) in the event that any Proceeding relating hereto or to the transactions contemplated hereby is commenced, whether before or after the date of this Agreement, cooperate to defend against it and respond thereto. In connection with and without limiting the foregoing, Company and its Board of Directors and Subsidiaries shall, if any Takeover Law or similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as Agreement may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with consummated as promptly as practicable on the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging terms contemplated by this Agreement or and otherwise to minimize the consummation effect of such Law on the Merger, this Agreement and the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid or vigorously defend an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. In addition, the Company shall use its best efforts to obtain the waiver, cancellation or voluntary termination of the registration rights listed on Schedule 3.2(b) prior to the Closing by the holders thereof to the extent that they would otherwise be outstanding after the Merger.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to Seller and the Purchaser shall use its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including: including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Authority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party hereby; provided, however, that in no event shall the Seller, the Company or any of their Subsidiaries be required to this Agreement shall consent pay any fee, penalty or other consideration to any voluntary delay of third party for any consent or approval required for the consummation of the Offer or transactions contemplated by this Agreement under any Contract, nor shall the Merger at Seller, the behest Company nor any of their Subsidiaries be required to materially modify any Governmental Entity without the consent of the other parties to Contract, except as expressly contemplated by this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to 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 Offer, the Merger and the other transactions contemplated hereby, including by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may actions reasonably necessary or advisable to cause the closing conditions set forth in Article 6 to be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)satisfied, (ii) the obtaining of all necessary consentsCompany Necessary Approvals, approvals provided that (A) the parties will discuss in good faith procedures to pursue third party consents with respect to the Mergers, (B) the Company shall not be required to pay any party to any Contract to which it or waivers from third partiesa Company Subsidiary is a party any fees for the Company Necessary Approval other than fees set forth in such a Contract as of the date hereof or customary legal fees and (C) in the event the Company elects to pay any fee referred to in the prior clause (B), the Company shall obtain the prior written consent of the Parent, which shall not be unreasonably withheld or delayed, (iii) the defending of against any lawsuits Actions or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement, the Escrow Agreement or the consummation of the Merger or the other transactions contemplated herebyhereby or thereby, including by seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or Regulatory Authority vacated or reversedreversed if there is a reasonable possibility that the defending of such Action or Proceeding would result in their dismissal, removal, elimination or termination and (iv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party and to fully carry out the purposes of, this Agreement shall consent to any voluntary delay of and the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Escrow Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its reasonable best efforts in good faith 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 under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, includingincluding using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all 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 by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Authority, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (provided that if obtaining any such consent, approval or waiver would require any action other than the payment of a nominal amount, such action shall be subject to the consent of Parent, not to be unreasonably withheld), (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, reversed and (ivv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Company shall give Parent the opportunity to participate, on an advisory basis, in the defense of any shareholder litigation against Company and/or its directors relating to the transactions contemplated by this Agreement. No party Subject to this Agreement shall consent to any voluntary delay the terms and conditions of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent each party shall not be unreasonably withheldalso refrain from taking, directly or indirectly, any action contrary or inconsistent with the provisions of this Agreement, including action that would impair such party's ability to consummate the Merger and the other transactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject Prior to the conditions set forth in this AgreementClosing, each of Purchaser and the parties agrees to Sellers shall use 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 under any applicable Laws to consummate and make effective, effective in the most expeditious manner practicablepossible the transactions contemplated by this Agreement including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, including: (iii) the obtaining satisfaction of the other parties’ conditions to consummating the transactions contemplated by this Agreement, (iii) taking all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be reasonably necessary to obtain an (and cooperating with each other in obtaining) any consent, authorization, order or approval or waiver fromof, or to avoid an action or proceeding any exemption by, any third party, including any Governmental Entity (including those which actions shall include furnishing all information required under applicable Antitrust Laws and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by Purchaser, the Sellers and the Companies or any of their respective affiliates in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging transactions contemplated by this Agreement or the consummation taking of the transactions any action contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedthis Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. No party Additionally, each of Purchaser, the Sellers and the Companies shall use all reasonable best efforts to fulfill all conditions precedent to the Acquisition and shall not take any action after the date of this Agreement shall that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of from any Governmental Entity without necessary to be obtained prior to the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldClosing.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, prior to or following the Closing, each of the parties Parties hereto 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, sale of the Merger and the other transactions contemplated by this AgreementAssets to Buyer, including: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities Bodies and the making of all necessary registrations and filings (including filings with Governmental EntitiesBodies) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), Body; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, Consents; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, ; and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party Party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or sale of the Merger Assets at the behest of any Governmental Entity Body without the consent of the other parties Parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, Exon-Xxxxxx, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties 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 Offer, the Merger and the other transactions contemplated by this Agreement, includingincluding using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the Offer Conditions and the conditions to Closing to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all 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 (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (provided that if obtaining any such consent, approval or waiver would require any action other than the payment of a nominal amount, such action shall be subject to the consent of Parent, not to be unreasonably withheld), (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ivv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other 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 this Agreement, the Merger and the other transactions contemplated by this Agreement. No party to Nothing in this Agreement shall consent be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective subsidiaries, or to agree to any voluntary delay restrictions on the operation of the consummation of the Offer its or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldits subsidiaries' business.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth provided in this AgreementAgreement or the other Transaction Documents, each of the parties 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 to this Agreement or any other Transaction Document in doing, doing all things necessary, proper or advisable to consummate and make effective, in cause the most expeditious manner satisfaction of the conditions to the conclusion of the Transactions contemplated hereby or thereby as soon as reasonably practicable, including, without limitation, using its reasonable best efforts to obtain all Approvals that are required or advisable on the Offerpart of any party with respect to the Transactions. Nothing in this Section 6.1(c) or any other provision of any Transaction Document shall (1) require any of Qwest and its Subsidiaries to sell or otherwise dispose of any substantial amount of the assets of any of Qwest, the Merger Company and their respective Subsidiaries, whether as a condition to obtaining any Approval from a Governmental Body or any other person or for any other reason, or (2) prevent Qwest from engaging in any activities, discussions or negotiations with respect to a Business Combination Transaction with respect to any of Qwest and its Subsidiaries, entering into any agreements or other arrangements with respect to the other same or concluding any transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromby, or believed by any of Qwest and its Subsidiaries to avoid an action or proceeding bybe in furtherance of, such Business Combination Transaction, and no such actions by any Governmental Entity (including those in connection of Qwest and its Subsidiaries with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending respect to such a Business Combination Transaction shall constitute a breach of any lawsuits representation, warranty, covenant or other legal proceedings, whether judicial agreement of Qwest or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have Qwest Subsidiary in any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldTransaction Document.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the ----------------------- conditions set forth in this Agreementherein (including Section 6.1), each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, 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 laws and regulations to consummate and make effective, in effective as soon as reasonably practicable the most expeditious manner practicableTransactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement and the Tender and Option Agreement, the Offerproper officers and directors of each party to this Agreement shall take all such necessary action. Such reasonable best efforts shall apply to, the Merger and the other transactions contemplated by this Agreementwithout limitation, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third partiesparties and Governmental Entities necessary to the consummation of the Transactions and (ii) opposing vigorously any litigation or administrative proceeding relating to this Agreement and the Tender and Option Agreement or the transactions contemplated hereby and thereby, (iii) including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the defending of foregoing or any lawsuits or other legal proceedings, whether judicial or administrative, challenging provisions contained in this Agreement or the consummation Tender and Option Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation of any kind to (i) respond to a second request for information under the transactions contemplated herebyHSR Act or to enter into any negotiations or to otherwise agree with or litigate against any Governmental Entity, including seeking but not limited to have any stay governmental or temporary restraining order entered by regulatory authority with jurisdiction over the enforcement of any court applicable federal, state, local and foreign antitrust, competition or other Governmental Entity vacated similar laws, or reversed, and (ivii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of otherwise agree with any Governmental Entity without or any other party to sell or otherwise dispose of, agree to any limitations on the consent ownership or control of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the other parties to this AgreementCompany, which consent shall not be unreasonably withheldits subsidiaries, Parent or any of Parent's affiliates.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto 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 Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), Entity; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) providing any applicable timely notice to the warrant holders pursuant to the Company Stock Purchase Warrants and option holders pursuant to the Company Stock Option Plans; (iv) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties 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 Offer, the Merger and the other transactions contemplated by this Agreement (for purposes of this Section 6.03, transactions "contemplated by this Agreement" or transactions "contemplated hereby" shall include, includingwithout limitation, the Other Agreements contemplated by this Agreement and the transactions contemplated thereby), including using reasonable best efforts to accomplish the following: (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 non-actionsnonactions, waivers, consents and approvals from all Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities) 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 (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Authority, (iic) the obtaining of all necessary consents, approvals or waivers from third parties, (iiid) the defending avoidance of impediments under any lawsuits insurance, health, antitrust, merger control, competition, trade regulation or other legal proceedings, whether judicial or administrative, challenging Law that may be asserted by any Governmental Authority with respect to this Agreement or and the consummation of the Merger and other transactions contemplated hereby, including seeking hereby necessary to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, enable the conditions to Closing to be satisfied as promptly as practicable and (ive) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of the Merger and the other transactions to be performed or consummated by such party in accordance with this Agreement. In connection with and without limiting the first sentence of this Section 6.03, each of the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger and the other 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 this Agreement, the Merger and the other transactions contemplated by this Agreement. No party Notwithstanding the foregoing or anything else to the contrary in this Agreement Agreement, nothing shall consent be deemed to require Parent to (A) agree to, or proffer to, divest or hold separate any voluntary delay assets or any portion of any business of Parent or any of its Subsidiaries or, assuming the consummation of the Offer Merger, the Company or any of its Subsidiaries, (B) not compete in any geographic area or line of business, (C) restrict the Merger at manner in which, or whether, Parent, the behest Company, the Surviving Entity or any of their respective Affiliates may carry on business in any part of the world or restrict the exercise of the full rights of ownership; (D) agree to any terms or conditions that would impose any obligations on Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any of its Subsidiaries, to maintain facilities, operations, places of business, employment levels, products or businesses, or any other restriction, limitation, obligation or qualification or (E) make any payments, which, in the case of any Governmental Entity without of clauses (A) through (E), (i) would have, or would be reasonably likely to have, individually or in the consent aggregate, a material adverse effect on the Company and its Subsidiaries, taken as a whole, or on Parent and its Subsidiaries, taken as a whole (it being agreed that in the case of measuring the other parties to effect on Parent and its Subsidiaries in this Agreementclause (i), which consent shall not be unreasonably withheld.(x) "

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid or vigorously defend an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each including clauses (ii) through (iv) of Section 6.7(c), the parties agrees to Seller and the Purchaser shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, do or cause to be done, and to assist done and cooperate with each other in order to do all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied, to consummate the Closing and to effectuate the transactions contemplated by this Agreement and the Transaction Documents, including (i) the preparation and filing of all forms, registrations, notices and other parties in doingdocumentation required to be filed to consummate the Closing and to effectuate the Transactions and the taking of such actions as are necessary to obtain as promptly as practicable any consent, all things permit, approval, waiver, authorization, license or sublicense of any third party that is necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities Agreement and the making of all necessary registrations and filings (Transaction Documents, including filings with any Governmental EntitiesApproval or Third Party Consent, provided that, except as contemplated by Section 6.7(b)(ii) and for costs of the taking of all reasonable steps as may Purchaser’s own personnel, counsel and other advisors, the Purchaser shall not be necessary obligated to obtain an approval incur any cost or waiver fromexpense, or make any payment or deliver anything of value to avoid an action or proceeding by, any Governmental Entity (including those third party in connection with the HSR Act, obtaining a Third Party Consent or any other prenon-merger filings and State Takeover Approvals)governmental permit, consent, approval, waiver, authorization, license or sublicense, (ii) seeking to prevent the obtaining of all necessary consentsinitiation of, approvals or waivers from third partiesand defend, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Action challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedClosing, and (iviii) seeking the execution and delivery lifting or rescission of any additional instruments necessary Order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldClosing.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties; provided, however, that, with respect to Sections 6.6(a)(i) and 6.6(a)(ii), except for all filing fees related to obtaining any necessary approvals for the Merger under the HSR Act which fees shall be paid by Parent, Parent shall not have any obligation to offer or pay any consideration in order to obtain any such consents, approvals or waivers; provided, further, however, that, with respect to Sections 6.6(a)(i) and 6.6(a)(ii), the Company shall not offer or pay any consideration, or make any agreement or understanding affecting the Business or the assets, properties or liabilities of the Company, in order to obtain any such consents, approvals or waivers, except with the prior written consent of Parent which consent shall not be unreasonably withheld or delayed, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, or the consummation of the transactions contemplated hereby, including seeking to have any stay or stay, temporary restraining order or preliminary injunction entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or Offer, the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementherein, ----------------------- each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, 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 laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, including: (i) the obtaining proper officers and directors of each party to this Agreement shall take all such necessary actions or non-actionsaction. Such reasonable best efforts shall include, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)without limitation, (iia) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or parties and governmental authorities necessary to the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedthis Agreement, and (ivb) opposing vigorously, to the execution and delivery of extent commercially reasonable, any additional instruments necessary litigation or administrative proceeding relating to consummate this Agreement or the transactions contemplated by hereby, including, without limitation, to the extent commercially reasonable, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in this Agreement. No Agreement to the contrary, neither the Investors nor any of their affiliates shall be under any obligation of any kind to enter into any negotiations or to otherwise agree with any Authority, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or any other party to this Agreement shall consent to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any voluntary delay of the consummation Company, the Investors or any of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldInvestors' affiliates.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees Company and Parent shall reasonably cooperate with one another and use (and cause their Subsidiaries to use use) their 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 to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary under Applicable Law to consummate the transactions contemplated by this Agreement. No party , including (12) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings and (13) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement Agreement; provided that the parties hereto understand and agree that neither Parent nor the Company shall be required to (and neither the Company nor any of its Subsidiaries shall without Parent’s prior written consent) (A) divest or otherwise hold separate (including by establishing a trust or otherwise), or take, cause to be taken or refrain from 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, (B) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, (C) litigate, challenge or take any action with respect to any voluntary delay action or Proceeding by any Governmental Authority or (D) agree to do any of the consummation foregoing (any of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to actions described in this Agreementproviso, which consent shall not be unreasonably withhelda “Burdensome Condition”).

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 exchange offer transaction contemplated by this AgreementAgreement and to obtain satisfaction of the conditions precedent to the successful completion of the exchange offer, including: including (i) the obtaining of all necessary actions or non-actions, waivers, clearances, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) preventing the defending entry, enactment or promulgation of any lawsuits injunction or other legal proceedingsorder or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, whether judicial (iv) seeking the lifting or administrativerescission of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, challenging (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the consummation of the transactions contemplated herebyhereby and to cooperate to defend against it and respond thereto, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ivvi) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including, but not limited to: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps (including, without limitation, divesting or holding separate any assets or agreeing to any governmental conditions), as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), ; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including, but not limited to: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps (including, without limitation, divesting or holding separate any assets or agreeing to any governmental conditions), as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), ; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto 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 Offer, the Merger and the other transactions contemplated by this Agreement, includingincluding using reasonable best efforts to accomplish the following: (i) the taking of all actions reasonably necessary to cause the conditions precedent set forth in ARTICLE 7 to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from all Governmental Entities (including for all purposes herein the Antitrust Division of the DOJ or the FTC) 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 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 (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesNecessary Consents, (iiiiv) with respect to the Company, 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 transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ivv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. No party In addition, Parent shall use its reasonable best efforts to litigate or defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement shall consent to any voluntary delay of or the consummation of the Offer transactions contemplated hereby, including seeking to have any stay or the Merger at the behest of temporary restraining order entered by any court or other Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldvacated or reversed.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-non- actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, prior to or following the Closing, each of the parties hereto 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 Offer, sale of the Merger and the other transactions contemplated by this AgreementAssets to Purchaser, including: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities Bodies and the making of all necessary registrations and filings (including filings with Governmental EntitiesBodies) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), Body; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, Consents; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, ; and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or sale of the Merger Assets at the behest of any Governmental Entity Body without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable Law, each of the parties agrees to shall act in good faith and use 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 effective the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable. Without limiting the foregoing, including: the parties shall, and shall cause their respective subsidiaries, and use reasonable best efforts to cause their (and their respective subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) the obtaining of obtain all necessary actions or non-actionsconsents, approvals, waivers, consents licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and approvals from all Governmental Entities and the making of give all necessary registrations notices to, and filings (including make all filings with Governmental Entities) 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 byapplications and submissions to, any Governmental Entity (including those promptly filing with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Department of Justice") pursuant to the HSR Act all requisite documents and notifications in connection with the HSR Act, any transactions contemplated by this Agreement) or other pre-merger filings and State Takeover Approvals), person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (ii) provide all such information concerning such party, its subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the obtaining of all necessary consents, approvals or waivers from third parties, foregoing; (iii) avoid the defending of entry of, or have vacated or terminated, any lawsuits injunction, decree, order, or other legal proceedingsjudgment that would restrain, whether judicial prevent, or administrative, challenging this Agreement or delay the consummation of the transactions contemplated hereby, including seeking but not limited to have defending through litigation on the merits any stay or temporary restraining order entered claim asserted in any court by any court or other Governmental Entity vacated or reversed, person; and (iv) the execution take any and delivery of any additional instruments all reasonable steps necessary to consummate avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement. No party hereby so as to this Agreement shall consent to any voluntary delay of enable the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties such transactions to this Agreement, which consent shall not be unreasonably withheldoccur as expeditiously as possible.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid or vigorously defend an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party shall use its reasonable best efforts in good faith 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 to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, includingincluding using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all 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 Proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (provided that if obtaining any such consent, (iii) approval or waiver would require any action other than the defending payment of any lawsuits or other legal proceedingsa nominal amount, whether judicial or administrativesuch action shall be subject to the consent of Company and/or Parent, challenging this Agreement or the consummation of the transactions contemplated herebyas applicable, including seeking not to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedbe unreasonably withheld), 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, this Agreement. Company shall give Parent the opportunity to participate in the defense of any shareholder litigation against Company and/or its directors relating to the transactions contemplated by this Agreement. No Each party to this Agreement shall consent to also refrain from taking, directly or indirectly, any voluntary delay action contrary or inconsistent with the provisions of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldincluding action that would impair such party's ability to consummate the Merger and the other transactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties 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 Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject ----------------------- to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or Offer, the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Parent, Purchaser and the parties agrees Company agree to use 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 (subject to any applicable laws) to consummate and make effective, in the most expeditious manner practicable, the Offer, effective the Merger and the other transactions contemplated by this AgreementTransactions as promptly as practicable including, including: but not limited to (i) the obtaining preparation and filing of all necessary actions or non-actionsforms, waivers, consents registrations and approvals from all Governmental Entities notices required to be filed to consummate the Merger and the making of all necessary registrations and filings (including filings with Governmental Entities) other Transactions and the taking of all reasonable steps such actions as may be are necessary to obtain an approval any requisite approvals, consents, orders, exemptions or waiver from, waivers by any third party or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (ii) the obtaining preparation of all necessary consents, approvals or waivers from third parties, any disclosure documents reasonably requested by Parent in order to facilitate financing of any of the Transactions and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation satisfaction of the transactions contemplated herebyother parties' conditions to Closing. In addition, including seeking no party hereto shall take any action after the date hereof that would reasonably be expected to have materially delay the obtaining of, or result in not obtaining, any stay permission, approval or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of from any Governmental Entity without necessary to be obtained prior to Closing. Notwithstanding the consent foregoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the other parties Company Subsidiaries shall be entitled to this Agreementdivest or hold separate or otherwise take or commit to take any action that limits Parent's or Purchaser's freedom of action with respect of, which consent shall not be unreasonably withheldor their ability to retain, the Company or any of the Company Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of the Company Subsidiaries, without Parent's prior written consent.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees Company and Parent shall reasonably cooperate with one another and use (and cause their Subsidiaries to use use) their 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 to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary under Applicable Law to consummate the transactions contemplated by this Agreement. No party , including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement Agreement; provided that the parties hereto understand and agree that neither Parent nor the Company shall be required to (and neither the Company nor any of its Subsidiaries shall without Parent’s prior written consent) (A) divest or otherwise hold separate (including by establishing a trust or otherwise), or take, cause to be taken or refrain from 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, (B) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, (C) litigate, challenge or take any action with respect to any voluntary delay action or Proceeding by any Governmental Authority or (D) agree to do any of the consummation foregoing (any of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to actions described in this Agreementproviso, which consent shall not be unreasonably withhelda “Burdensome Condition”).

Reasonable Best Efforts. (a) Upon the terms and subject ----------------------- to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its reasonable best efforts in good faith 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 under applicable Legal Provisions to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, includingincluding using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all 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 Proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (provided that if obtaining any such consent, approval or waiver would require any action other than the payment of a nominal amount, such action shall be subject to the consent of Parent, not to be unreasonably withheld), (iiiiv) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ivv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Company shall give Parent the opportunity to participate, on an advisory basis, in the defense of any shareholder litigation against Company and/or its directors relating to the transactions contemplated by this Agreement. No Each party to this Agreement shall consent to also refrain from taking, directly or indirectly, any voluntary delay action contrary or inconsistent with the provisions of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldincluding action that would impair such party's ability to consummate the Merger and the other transactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties hereto 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, sale of the Merger Assets to Buyer and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities Bodies and the making of all necessary registrations and filings (including filings with Governmental EntitiesBodies) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), Body; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, Consents; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, ; and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement Party shall consent to any voluntary delay of the consummation of the Offer or sale of the Merger Assets at the behest of any Governmental Entity Body without the consent of the other parties Parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid or vigorously defend an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement, including without limitation obtaining the waiver, cancellation or voluntary termination of the registration rights listed on Schedule 3.2(b) prior to the Closing by the holders thereof to the extent that they would otherwise be outstanding after the Merger. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto 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 Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), ; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees Purchaser and Seller Parent agree to use their 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 practicablepracticable (and in any event prior to the Termination Date), the OfferTransactions, the Merger and the other transactions contemplated by this Agreement, including: including (i) the obtaining of all necessary actions or non-actions, waivers, consents Consents, qualifications and approvals from all Governmental Entities and the making of all necessary registrations registrations, filings and filings (including filings with Governmental Entities) 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 (including those in connection with under the HSR Act, Act and any other pre-merger filings and State Takeover Approvalsapplicable Antitrust Law), ; (ii) the obtaining of all necessary consents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, ; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (iv) the execution executing and delivery of delivering any additional documents or instruments necessary to consummate the transactions contemplated by Transactions and to carry out this Agreement. No party Purchaser agrees not to this Agreement shall take any action that would reasonably be expected to delay the obtaining of, or result in not obtaining, any permission, clearance, approval or consent to from any voluntary delay of the consummation of the Offer or the Merger at the behest of any such Governmental Entity without necessary to be obtained by the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldTermination Date.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its reasonable best efforts in good faith 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 under applicable Legal Provisions to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, includingincluding using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all 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 Proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (provided that if obtaining any such consent, approval or waiver would require any action other than the payment of a nominal amount, such action shall be subject to the consent of Parent, not to be unreasonably withheld), (iiiiv) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ivv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Company shall give Parent the opportunity to participate, on an advisory basis, in the defense of any shareholder litigation against Company and/or its directors relating to the transactions contemplated by this Agreement. No Each party to this Agreement shall consent to also refrain from taking, directly or indirectly, any voluntary delay action contrary or inconsistent with the provisions of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldincluding action that would impair such party’s ability to consummate the Merger and the other transactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any Exon-Florxx, xxy other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject ----------------------- to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Each of Company and Parent shall cooperate with and assist the terms other party, and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its reasonable best efforts efforts, to promptly (i) 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 under applicable Law to consummate the transactions contemplated hereby as soon as practicable, including preparing and make effectivefiling as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Governmental Entity, that are necessary, proper or advisable to consummate the Merger and other transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps Termination Date. Except as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions otherwise expressly contemplated hereby, including seeking each of Company and Parent shall not, and shall cause its Subsidiaries not to, take any action or knowingly omit to have take any stay action within its reasonable control where such action or temporary restraining order entered by omission would, or would reasonably be expected to, result in (A) any court of the conditions to the Merger set forth in ARTICLE 6 not being satisfied prior to the Termination Date or (B) a material delay in the satisfaction of such conditions. Neither Parent nor Company will directly or indirectly extend any waiting period under the HSR Act or other Regulatory Laws or enter into any agreement with a Governmental Entity vacated to delay or reversed, and (iv) the execution and delivery of any additional instruments necessary not to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of except with the consummation of the Offer or the Merger at the behest of any Governmental Entity without the prior written consent of the other parties to this Agreementother, which consent shall not be unreasonably withheldwithheld in light of closing the transactions contemplated by this Agreement on or before the Termination Date.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties 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 under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including: including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. No Nothing in this Section 5.4(a) shall be construed to require any party to this Agreement shall consent participate in any threatened or actual Legal Proceeding (other than Legal Proceedings to any voluntary delay of which it is a party or subject or threatened to be made a party or subject) in connection with the consummation of the Offer or the Merger at the behest of any Governmental Entity without the transactions contemplated by this Agreement unless such party shall consent of the other parties in advance in writing to this Agreement, which consent shall not be unreasonably withheldsuch participation.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company, AIT, Parent and Merger Subsidiary shall use 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 under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including: including (i) the obtaining of preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary actions or non-actionsfilings, waiversnotices, consents petitions, statements, registrations, submissions of information, applications and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary other documents to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of consummate the transactions contemplated hereby, including seeking and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to have be obtained from any stay or temporary restraining order entered by any court Governmental Authority or other Governmental Entity vacated third party that are necessary, proper or reversed, and (iv) the execution and delivery of any additional instruments necessary advisable to consummate the transactions contemplated by this Agreement. No Each of Parent and the Company shall reasonably cooperate with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or any other filings. Notwithstanding any term to the contrary herein, with respect to any actions, consents, approvals, notices or waivers that are required to be obtained from or provided to parties to any contracts, AIT and the Company shall use commercially reasonable efforts to obtain or provide such, provided that no effort need be made with respect to obtaining consents from any customers in connection with entering into this Agreement shall consent to any voluntary delay of and/or the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to transactions contemplated by this Agreement, which consent shall not be unreasonably withheldincluding without limitation the Customer Agreements (as defined in the Company Disclosure Schedule).

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to hereto shall use 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 in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate effective the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay Each of the consummation of the Offer or the Merger at the behest parties hereto shall comply as promptly as practicable with any Laws of any Governmental Entity Authority that are applicable to any of the transactions contemplated hereby and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or any other person in connection with such transactions is necessary. Each of the parties hereto shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority (or other person regarding any of the transactions contemplated by this Agreement) in respect of any such filing, registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide copies of any such communications that are in writing). Each of the parties hereto shall not independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation or other inquiry without the consent of giving the other parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate in such meeting. The parties shall use their respective reasonable best efforts to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use 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 contemplated by this Agreement, including, but not limited to: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities Bodies and the making of all necessary registrations and filings (including filings with Governmental EntitiesBodies required by the HSR Act and all other applicable Governmental Bodies of the United States and Norway) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Body, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) if commercially reasonable, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger transactions contemplated by this Agreement at the behest of any Governmental Entity Body without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Without limitation, Xxxxx and the Members will provide, in a timely fashion, all information reasonably requested by Fjord for the preparation of the Prospectus.

Reasonable Best Efforts. (a) Upon Subject to the terms and subject to conditions contained herein, the conditions set forth in this Agreement, each of the parties agrees Company and Investor agree to use their reasonable best efforts to take, or cause to be taken, all actionsappropriate action, 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 laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement. In case at any time after Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, including: the proper officers and directors of each party to this Agreement shall take all such necessary action. Such reasonable best efforts shall include, without limitation, (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or parties and governmental authorities necessary to the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, this Agreement and the Ancillary Agreements and (ivii) opposing vigorously any litigation or administrative proceeding relating to this Agreement and the execution and delivery of any additional instruments necessary to consummate Ancillary Agreements or the transactions contemplated by hereby or thereby, including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in this Agreement. No Agreement to the contrary, neither Investor nor any of its affiliates shall be under any obligation of any kind to enter into any negotiations or to otherwise agree with any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or any other party to this Agreement shall consent to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any voluntary delay of the consummation Company, Investor or any of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheldInvestor's affiliates.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto 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 Offer, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), Entity; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Reasonable Best Efforts. (a) Upon Subject to Section 5.7(c), upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 contemplated by this Agreement, including, but not limited to: (i) the obtaining of all necessary actions or non-non- actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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 those in connection with the HSR Act, any other pre-merger filings Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties agree to file the initial notification required under the HSR Act within 30 days of the date hereof. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties party to this Agreement, which consent shall not be unreasonably withheld. Without the prior consent of the other party (not to be unreasonably withheld) no party or its representatives shall take any action contemplated by clause (i) above, or make any proposal to a Governmental Entity with respect to the foregoing; provided, however, that SLC may file the request for the supplemental ruling contemplated by Section 5.12 and any supplemental filings related thereto without the consent of ITI. Neither party nor its representatives shall engage in any communication with any Governmental Entity with respect to the actions contemplated by clause (i) above without the participation of the other party or its representatives. If any lawsuits or other legal proceedings of the type contemplated by clause (iii) above are instituted, the defendant shall keep the other party reasonably informed of the proceeding. No lawsuit or legal proceeding of the type contemplated by clause (iii) shall be settled by one party without the prior written consent of the other party.

Reasonable Best Efforts. (a) Upon Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Parent, Purchaser and the parties agrees Company agree to use 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 (subject to any applicable laws) to consummate and make effective, in the most expeditious manner practicable, the Offer, effective the Merger and the other transactions contemplated by this AgreementTransactions as promptly as practicable including, including: but not limited to (i) the obtaining preparation and filing of all necessary actions or non-actionsforms, waivers, consents registrations and approvals from all Governmental Entities notices required to be filed to consummate the Merger and the making of all necessary registrations and filings (including filings with Governmental Entities) other Transactions and the taking of all reasonable steps such actions as may be are necessary to obtain an approval any requisite approvals, consents, orders, exemptions or waiver from, waivers by any third party or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals)Entity, (ii) the obtaining preparation of all necessary consents, approvals or waivers from third parties, any disclosure documents reasonably requested by Parent in order to facilitate financing of any of the Transactions and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation satisfaction of the transactions contemplated herebyother parties’ conditions to Closing. In addition, including seeking no party hereto shall take any action after the date hereof that would reasonably be expected to have materially delay the obtaining of, or result in not obtaining, any stay permission, approval or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Offer or the Merger at the behest of from any Governmental Entity without necessary to be obtained prior to Closing. Notwithstanding the consent foregoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the other parties Company Subsidiaries shall be entitled to this Agreementdivest or hold separate or otherwise take or commit to take any action that limits Parent’s or Purchaser’s freedom of action with respect of, which consent shall not be unreasonably withheldor their ability to retain, the Company or any of the Company Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of the Company Subsidiaries, without Parent’s prior written consent.