Common use of Regulatory Approvals Clause in Contracts

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement, including, for the avoidance of doubt, in order to preserve or transfer the Cannabis Licenses (including, for the avoidance of doubt, with respect to the CDPH Licenses and/or any other such license pertaining to necessary governmental approval for extraction and manufacturing operations), other than those in connection with any BCC License. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent and Merger Sub to promptly obtain, all such authorizations, approvals and consents from Governmental Authorities and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Parent of any material communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and provide a copy of such communication if it is in writing. If the Company or any Subsidiary of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, consult with and cooperate with Parent in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent advance of any such written or oral communication to any Governmental EntityAuthority, whether foreign, federal, state, local and shall not participate in any substantive meeting or municipal discussion with any Governmental Authority in connection with respect of investigation or inquiry concerning the consummation of the Share Purchase and the other transactions contemplated hereby unless it consults with Parent in advance and, except as prohibited by this Agreementapplicable Law or Governmental Authority, gives Parent the opportunity to attend and participate thereat. Buyer The Company shall use commercially reasonable efforts to obtain all such authorizationsresolve questions or objections, approvals if any, of any Governmental Authority. (b) Following the Closing, the Surviving Company and consents and shall pay any associated filing fees payable by Buyer Parent shall, as promptly as possible, with respect to such authorizationsany BCC License, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall (i) make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making all filings and submissions required by an Governmental Authority to transfer ownership of such response, but shall consider in good faith BCC License from the views of the Company. (c) Notwithstanding anything in this Agreement Surviving Company to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; Parent and (ii) Buyer shall be under no obligation use commercially reasonable efforts to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assetsobtain, or (3) the holding separate of the Company Shares cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing become necessary in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3connection thereof.

Regulatory Approvals. (a) The Company shall, Subject to the terms and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent conditions of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall , each Constituent Corporation will use commercially reasonable its best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall maketake, or cause to be madetaken, all actions reasonably necessary or advisable under applicable law to consummate the Merger, including (i) making or causing to be made the filings required by law with respect to the Merger as promptly as it practicable, (ii) complying, as soon promptly as is reasonably practicable, with any requests received from a response in compliance governmental body by such Constituent Corporation with respect to the Merger, and (iii) resolving any formal or informal objections of any governmental body with respect to any such request. The Company shall direct, in its sole discretion, filings or the making of such response, but shall consider in good faith the views of the BuyerMerger. (b) Buyer shall promptly execute The Constituent Corporations covenant and fileagree that if any required regulatory approval to consummate the Merger is denied or not obtained, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall Constituent Corporations will use commercially reasonable their best efforts to obtain work together to restructure the Merger to achieve or acquire all required regulatory approvals, it being agreed that in all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform instances the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause benefits sought to be madedelivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making result of such response, but shall consider in good faith the views of the Companyrestructuring. (c) Notwithstanding anything Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporation of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 11 and shall permit the other Constituent Corporation to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith. Neither Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any such matter unless it consults with the other Constituent Corporation in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporation the opportunity to attend and participate at such meeting. The Constituent Corporations will coordinate and cooperate fully with each other in exchanging such information and providing such assistance any other Constituent Corporation may reasonably request in connection with the matters set forth in this Agreement to the contrarySection 11. The Constituent Corporations will provide each other with copies of all correspondence, if any administrative filings, or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer communications between them or any of its affiliates or the Company or its Subsidiariestheir representatives, (2) the imposition of any limitation or regulation on the ability of Buyer one hand, and any governmental body or any members of its affiliates to freely conduct their business or own such assetsstaff, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates other hand, with respect to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Acquiror nor any of its Subsidiaries or affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its Subsidiaries or affiliates or the Company or any of its Subsidiaries, or the holding separate of the shares of Company Common Stock or (2ii) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its Subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shall, Subject to the terms and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent conditions of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall , each Constituent Corporation will use commercially reasonable its best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall maketake, or cause to be madetaken, all actions reasonably necessary or advisable under applicable law to consummate the Merger, including (i) making or causing to be made the filings required by law with respect to the Merger as promptly as is practicable, (ii) complying, as soon promptly as is reasonably practicable, with any requests received from a response in compliance governmental body by such Constituent Corporation with respect to the Merger, and (iii) resolving any formal or informal objections of any governmental body with respect to any such request. The Company shall direct, in its sole discretion, filings or the making of such response, but shall consider in good faith the views of the BuyerMerger. (b) Buyer shall promptly execute The Constituent Corporations covenant and fileagree that if any required regulatory approval to consummate the Merger is denied or not obtained, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall Constituent Corporations will use commercially reasonable their best efforts to obtain work together to restructure the Merger to achieve or acquire all required regulatory approvals, it being agreed that in all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform instances the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause benefits sought to be madedelivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making result of such response, but shall consider in good faith the views of the Companyrestructuring. (c) Notwithstanding anything Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporation of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 12 and shall permit the other Constituent Corporation to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any such matter unless it consults with the other Constituent Corporation in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporation the opportunity to attend and participate at such meeting. The Constituent Corporation will coordinate and cooperate fully with each other in exchanging such information and providing such assistance any other Constituent Corporation may reasonably request in connection with the matters set forth in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.Section

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as soon as reasonably practicablemay be required by law to acquire any Governmental Approval or the consent, a response in compliance with such request. The Company shall directapproval, in its sole discretionregistration, qualification or authorization of any other Person deemed necessary or appropriate for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. (b) Buyer rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Obligor shall take any action which the execution and filing of, any application, notification or other document that is required Administrative Agent may reasonably request in order to obtain transfer and assign to the authorizationAdministrative Agent, approval or consent of any Governmental Entityto such one or more third parties as the Administrative Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the other transactions contemplated continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by this Agreementthe court. Buyer Upon the occurrence and continuance of an Event of Default, such Obligor shall further use commercially its reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body or the American Stock Exchange with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body or the American Stock Exchange. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and shall cause each Company Subsidiary tofile the notifications required under the HSR Act and any applicable foreign antitrust Legal Requirements or regulations (collectively, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, “Antitrust Laws”) in connection with the consummation Merger. Subject to Section 5.8(b), the Company and Parent shall: (a) respond as promptly as practicable to: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (b) use commercially reasonable efforts to take all other actions necessary to cause the expiration or termination of the Share Purchase applicable waiting periods under the Antitrust Laws as soon as practicable; and (c) use commercially reasonable efforts to resolve any objections which may be asserted by any Governmental Body with respect to the Merger under the Antitrust Laws. Subject to Section 5.8(b), in the event any Legal Proceeding is threatened or instituted by any Governmental Body challenging the Merger as violative of Antitrust Laws, each of Parent and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtainavoid the institution of, and or to cooperate with Buyer to promptly obtainresist or resolve, all such authorizationsLegal Proceeding. At the request of Parent, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makeagree to divest, sell, dispose of, hold separate or cause otherwise take or commit to be madetake any action relating to the business, as soon as reasonably practicableproduct lines or assets of any Acquired Company, a response in compliance with provided that any such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider action is: (A) determined by Parent in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, to facilitate compliance with any Legal Requirement or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of request by any Governmental Entity, whether foreign, federal, state, local or municipal in connection with Body; and (B) conditioned upon the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyMerger. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (ai) The Parent, the Company shall, and the Members shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, file any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreignlocal, which that may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase Transactions. Parent, the Company and the other transactions contemplated by this Agreement. The Company Members shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any 50% of the associated HSR filing fees payable by fees. Parent, the Company with respect to such authorizations, approvals and consents. The Company the Members shall promptly inform Buyer of any material communication between the Company any of them and any Governmental Entity regarding any of the transactions contemplated herebyTransactions. If Parent, the Company or the Members or any Subsidiary of their respective affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyTransactions, then Parent, the Company or the Members, as applicable, shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Parent, the Company or the Members, applicable, shall direct, in its their sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (bii) Buyer shall promptly execute and file, or join in the execution and filing of, file any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal local, that may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this AgreementTransactions. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any 50% of the associated HSR filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company other parties hereto of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated herebyTransactions. If Buyer or any affiliate of Buyer its affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyTransactions, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Companyother parties hereto. (ciii) Notwithstanding anything in this Agreement to the contrarycontrary herein, if any administrative or judicial action or proceeding Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement of the Transactions as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)trade, it is expressly understood and agreed that: (i) that Buyer shall not have be required to take the following actions to resolve such challenge if taking such action would (A) cause Buyer to breach the SPAC Acquisition Agreement, (B) require Buyer to obtain the prior written consent of the SPAC Acquirer and the SPAC Acquirer does not provide such consent, (C) reasonably be expected to, individually or in the aggregate, (x) materially reduce the reasonably anticipated benefits to Buyer of the Transactions, (y) adversely impact Buyer or any obligation of its Subsidiaries other than, after the Closing, the Company or (z) impact the Company in a manner that is material to the Company or its businesses, operations, financial condition, properties or assets, taken as a whole or (D) not be contingent upon the consummation of the Transactions: (1) litigate or contest any administrative Proceedings or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii2) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1x) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or Parent or the Company or its Subsidiariesthat are, in the aggregate, material to Buyer’s business, (2y) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, assets or (3z) the holding separate of the Company Shares Membership Interests or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Membership Interests.

Regulatory Approvals. Each party shall use all reasonable efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all notices, applications, reports and other documents required to be filed by such party with or otherwise submitted by such party to any Governmental Body with respect to the Transaction, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file (a) The Company shallthe notification and report forms required to be filed under the HSR Act, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, (b) any application, notification or other document that may required to be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, filed in connection with the consummation Transaction under any applicable foreign Legal Requirement relating to antitrust or competition matters, and (c) all applications necessary to obtain all required Governmental Authorizations under Gaming Laws. Also without limiting the generality of the Share Purchase foregoing, the Company and the other transactions contemplated by this Agreement. The Company Parent shall use commercially all reasonable efforts to obtain, (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Contemplated Transaction or this Agreement and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay (ii) if any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company state takeover statute or any Subsidiary receives any formal similar statute or informal request for supplemental information or documentary material from any Governmental Entity with respect regulation becomes applicable to the transactions contemplated hereby, then the Company shall make, Transaction or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially , take all reasonable efforts action necessary to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall ensure that the Transaction may be consummated as promptly inform as practicable on the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction terms contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed and otherwise to prohibit, restrict or regulate actions having minimize the purpose or effect of monopolization such statute or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood regulation thereon. The Company and agreed thatParent shall respond as promptly as practicable to: (iA) Buyer shall not have any obligation to litigate inquiries or contest any administrative requests received from the Federal Trade Commission or judicial action the Department of Justice for additional information or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanentdocumentation; and (iiB) Buyer shall be under no obligation to make proposalsany inquiries or requests received from any state attorney general, execute foreign antitrust or carry out agreements or submit to orders providing for (1) the sale, license competition authority or other disposition Governmental Body in connection with antitrust or holding separate (through competition matters. At the establishment request of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or Parent, the Company shall agree to divest, sell, dispose of, hold separate or its Subsidiaries, (2) the imposition of otherwise take or commit to take any limitation or regulation on the ability of Buyer or any of its affiliates other action with respect to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoingbusinesses, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if product lines or assets of the Acquired Corporations, provided that any such party has, until such date, complied in all material respects with its obligations under this Section 6.3.action is conditioned upon the consummation of Merger I.

Regulatory Approvals. (a) The Company shall, Subject to the terms and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent conditions of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall , each Constituent Corporation will use commercially reasonable its best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall maketake, or cause to be madetaken, all actions reasonably necessary or advisable under applicable law to consummate the Merger, including (i) making or causing to be made the filings required by law with respect to the Merger as promptly as is practicable, (ii) complying, as soon promptly as is reasonably practicable, with any requests received from a response in compliance governmental body by such Constituent Corporation with respect to the Merger, and (iii) resolving any formal or informal objections of any governmental body with respect to any such request. The Company shall direct, in its sole discretion, filings or the making of such response, but shall consider in good faith the views of the BuyerMerger. (b) Buyer shall promptly execute The Constituent Corporations covenant and fileagree that if any required regulatory approval to consummate the Merger is denied or not obtained, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall Constituent Corporations will use commercially reasonable their best efforts to obtain work together to restructure the Merger to achieve or acquire all required regulatory approvals, it being agreed that in all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform instances the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause benefits sought to be madedelivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making result of such response, but shall consider in good faith the views of the Companyrestructuring. (c) Notwithstanding anything Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporation of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 13 and shall permit the other Constituent Corporation to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith to the extent permitted by applicable law. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any such matter unless it consults with the other Constituent Corporation in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporation the opportunity to attend and participate at such meeting. The Constituent Corporation will coordinate and cooperate fully with each other in exchanging such information and providing such assistance any other Constituent Corporation may reasonably request in connection with the matters set forth in this Agreement to the contrarySection 13. The Constituent Corporations will provide each other with copies of all correspondence, if any administrative filings, or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer communications between them or any of its affiliates or the Company or its Subsidiariestheir representatives, (2) the imposition of any limitation or regulation on the ability of Buyer one hand, and any governmental body or any members of its affiliates to freely conduct their business or own such assetsstaff, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates other hand, with respect to exercise full rights of ownership of the Company Shares (any of foregoing to the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3extent permitted by applicable law.

Regulatory Approvals. (a) The Company shallEach Obligor shall promptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as soon as reasonably practicablemay be required by law to acquire any Governmental Approvals or the consent, a response in compliance with such request. The Company shall directapproval, in its sole discretionregistration, qualification or authorization of any other Person deemed necessary for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. (b) Buyer rights under this Agreement. Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Obligor shall take any reasonable action which the execution and filing of, any application, notification or other document that is required Administrative Agent may reasonably request in order to obtain transfer and assign to the authorizationAdministrative Agent, approval or consent of any Governmental Entityto such one or more third parties as the Administrative Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the other transactions continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all , including, without limitation, the preparation, execution and filing with the Governmental Authority of such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company Obligor’s portion of any material communication between Buyer and necessary application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making Approval) of such responseObligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this Section would be inadequate and that such failure would not be adequately compensable in damages, but shall consider in good faith such Obligor agrees that the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shallDuring the continuance of an Event of Default, and shall cause each Company Subsidiary tothe Borrower will, at its expense, promptly execute and filedeliver, or join in cause the execution and filing delivery of, any applicationall applications, notification certificates, instruments, registration statements and all other documents and papers the Administrative Agent may reasonably request or other document that as may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required by Applicable Law in connection with the consummation obtaining of any consent, approval, registration, qualification or authorization of the Share Purchase FCC or of any other Governmental Authority or Person necessary or appropriate for the effective exercise of any rights under this Credit Agreement or any other Fundamental Document. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Borrower shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each FCC License or Authorization held by any of the Transaction Parties. To enforce the provisions of this Section, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority or Person (as applicable) an involuntary transfer of control of each such FCC License or Authorization for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Borrower hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Borrower shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, the Borrower shall further use its best efforts to assist in obtaining approval of the FCC or other Governmental Authority or Person, if required, for any action or transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtainCredit Agreement or any other Fundamental Document including, without limitation, the preparation, execution and to cooperate filing with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer FCC or other Governmental Authority or Person of the assignor's or transferor's portion of any material communication between application or applications for consent to the Company assignment of any FCC License or Authorization or license or the transfer of control necessary or appropriate under the rules and regulations of the FCC or other Governmental Authority or otherwise for the approval of the transfer or assignment of any Governmental Entity regarding portion of the Collateral, together with any FCC License or Authorization held by any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestTransaction Parties. The Company shall direct, in its sole discretion, Borrower acknowledges that the making assignment or transfer of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, each FCC License or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated Authorization held by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect Transaction Parties is integral to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views Administrative Agent's and Lenders' realization of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate value of the Company Shares or any limitation or regulation on Collateral, that there is no adequate remedy at law for failure by the ability Borrower to comply with the provisions of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoingthis Section and that such failure would cause irreparable injury not adequately compensable in damages, an “Antitrust Restraint”). Nothing and therefore agrees that each and every covenant contained in this Section 6.3 shall limit a party’s right may be specifically enforced, and the Borrower hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, file any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Parent shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees (including filing fees payable in connection with filings under the HSR Act) payable by the Company Parent with respect to such authorizations, approvals and consents. The Company Parent shall promptly inform Buyer the Company of any material communication between the Company Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Parent or any Subsidiary Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)trade, it is expressly understood and agreed that: (i) Buyer that while Parent shall not have any obligation exercise commercially reasonable efforts to litigate or contest any administrative or judicial cause the withdrawal of such action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Parent shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, transfer, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets assets, categories of assets, operations or categories of assets operations of Buyer Parent or any of its affiliates Affiliates or the Company or its SubsidiariesCompany, (2) the discontinuation of any product or service of Parent or any of its Affiliates or the Company, (3) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Affiliates to freely conduct their business or own such assets, their respective assets or (34) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Parent or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Parent of any material communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestrequest following consultation with Parent. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction by a Governmental Authority regarding the transactions contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)hereby, it is expressly understood and agreed that: that (i) Buyer none of Parent, any of its subsidiaries or the Company shall not have be under any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Parent shall not be under no any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Parent, its subsidiaries, the Company or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assetsrespective Affiliates, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership capital stock of the Company Shares (or any subsidiary of Parent or the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Company.

Regulatory Approvals. (a) The Company Buyer shall, or shall cause its Affiliates to, duly file within five Business Days after the Agreement Date, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice, its HSR Filing which shall include a request for early termination, which HSR Filing shall be in substantial compliance with the requirements of the HSR Act and shall cause each request early termination. Buyer shall cooperate with the Company Subsidiary toto the extent necessary to assist the Company in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder. (b) Buyer shall promptly following the Agreement Date execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the execution and/or consummation of the Share Purchase Merger and the other transactions contemplated by this AgreementContemplated Transactions. The Company Buyer shall use commercially reasonable efforts to obtain, and to cooperate with Buyer the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to any such authorizations, approvals and consents. Without limiting the generality of the foregoing, for purposes of clarification and as provided by Applicable Law, Buyer shall be responsible for and shall pay any and all filing fees under the HSR Act with respect to any such filings. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated herebyContemplated Transactions. If Buyer or any affiliate Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyContemplated Transactions, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of request following consultation with the Company. (c) Notwithstanding anything in In the event any Company Stockholder determines that as a result of the termination of this Agreement or the Supporting Stockholder Option Agreement such Company Stockholder would be deemed for purposes of the HSR Act to have acquired beneficial ownership of shares of Company Capital Stock in a transaction subject to the contraryreporting requirements of the HSR Act, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: then (i) Buyer shall the Company Stockholder will not have any obligation take steps that would result in the acquisition of such beneficial ownership without compliance with the HSR Act and if necessary will take steps to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; ensure that it does not acquire beneficial ownership of such shares before compliance with the HSR Act and (ii) to the extent required by Applicable Law, Buyer will, promptly (and in any event by the later of 15 Business Days of request from such Company Stockholder and the date on which such Company Stockholder files a required notification under the HSR Act), file notification under the HSR Act. Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) promptly inform such Company Stockholder of any assets or categories of assets of material communication between Buyer and any Governmental Authority regarding such filing. If Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any of its affiliates Governmental Authority with respect to freely conduct their business or own such assetsfiling, Buyer shall make, or (3) the holding separate of the cause to be made, as soon as reasonably practicable, a response in compliance with such request following consultation with such Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Stockholder.

Regulatory Approvals. (a) The Each Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company Parent shall use commercially all reasonable efforts to obtainfile, and to cooperate with Buyer to promptly obtainas soon as practicable after the date of this Agreement, all such authorizationsnotices, approvals reports and consents and shall pay other documents required to be filed with any associated filing fees payable by the Company with respect to such authorizationsfederal, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company state or any Subsidiary receives any formal local governmental regulatory or informal request for supplemental information administrative agency or documentary material from any Governmental Entity authority with respect to the transactions contemplated herebyby this Agreement, then and to submit promptly any information requested by any such governmental agency or authority to the extent that Buyer and Parent jointly determine it is reasonable and prudent to do so. Without limiting the generality of the foregoing, Parent, each Company and Buyer shall, promptly after the date of this Agreement, prepare and file any and all notifications and certifications required under the applicable federal and state Environmental Law and state Tax and bulk transfer or similar state statutes. From and after the date hereof, Parent and the Companies will (i) obtain all necessary Governmental Approvals for their performance of the transactions contemplated by this Agreement, and (ii) as applicable will use their best efforts to obtain and transfer to Buyer all of the Necessary Permits and all other permits, licenses, and leases which are associated with the Business as presently conducted, to the extent the same are by their terms transferable. Parent and Buyer shall makeconsult and cooperate with one another, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall and consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and fileone another, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any governmental filing. In addition, except as may be prohibited by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statuteslocal governmental agency or authority or by any Legal Requirement, ruleseach of Parent, regulations, orders or decrees that are designed Companies and Buyer agrees to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate permit authorized representatives of the Company Shares other party to be present at each meeting or conference relating to any limitation such legal proceeding and to have access to and be consulted in connection with any document, opinion or regulation on the ability of Buyer proposal made or submitted to any of its affiliates to exercise full rights of ownership of the Company Shares (federal, state or local governmental agency or authority in connection with any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3legal proceeding.

Regulatory Approvals. (a) The Company shall, and Buyer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Buyer Ancillary Agreement or any Merger Sub Ancillary Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer or any affiliate Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Buyer nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Buyer, any of its affiliates Subsidiaries or Affiliates or the Company, or the holding separate of the shares of Company Common Stock; or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (Capital Stock. Buyer hereby covenants and agrees to use reasonable best efforts to secure termination or expiration of any waiting periods under the HSR Act or any other applicable domestic or foreign Law and to obtain the approval of the foregoingU.S. Federal Trade Commission, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party hasthe U.S. Department of Justice, until such dateor any other Governmental Authority, complied in all material respects with its obligations under this Section 6.3as applicable, for the Merger and other Transactions.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act, the RTPA or other applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Purchaser may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement, including an OCS Notice. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Purchaser to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Purchaser of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchaser. (b) Buyer Parent and Purchaser shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act, the RTPA or other applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Parent and Purchaser shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent or Purchaser with respect to such authorizations, approvals and consents. Buyer Parent and Purchaser shall promptly inform the Company of any material communication between Buyer Parent or Purchaser and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Parent or Purchaser or any affiliate of Buyer Parent or Purchaser receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Parent and Purchaser shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Parent and Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer neither Purchaser nor the Company or the Company Shareholder shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer neither Purchaser nor the Company or the Company Shareholder shall be under no any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license license, transfer or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer such party or any of its affiliates Affiliates or the Company, (2) the discontinuation of any product or service of such part or any of its Affiliates or the, (3) the licensing or provision of any technology, software or other Intellectual Property of such party or any of its Affiliates or the Company or its Subsidiariesto any Person, (24) the imposition of any limitation or regulation on the ability of Buyer such party or any of its affiliates Affiliates to freely conduct their business or own such their respective assets, or (3) the holding separate of the Company Ordinary Shares or any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates Affiliates to exercise full rights of ownership of the Company Ordinary Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under applicable antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Purchaser may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Purchaser to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Purchaser of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchaser. (b) Buyer Purchaser shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under applicable antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Purchaser shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Purchaser with respect to such authorizations, approvals and consents. Buyer Purchaser shall promptly inform the Company of any material communication between Buyer Purchaser and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Purchaser or any affiliate of Buyer Purchaser receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Purchaser shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement . Purchaser shall deliver to the contraryCompany for purpose of filing with the OCS, if any administrative or judicial action or proceeding is instituted (or threatened a signed undertaking in standard form with respect to its commitment to comply with the OCS related Laws, which shall be instituted) challenging any conditioned upon consummation of the transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3hereby.

Regulatory Approvals. (a) 6.6.1. The Sellers and the Company shall, and shall cause each Company Subsidiary to, promptly after the date of signing the Original Purchase Agreement, execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the Antitrust Laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Purchaser may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Sellers and the Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Purchaser to promptly obtain, all such authorizations, approvals and consents and consents. Sellers shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Sellers and the Company shall promptly inform Buyer Purchaser of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If Sellers and the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Sellers and Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Sellers and the Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchaser. (b) Buyer 6.6.2. Purchaser shall promptly after the date of signing the Original Purchase Agreement execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the Antitrust Laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Purchaser shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and consents. Purchaser shall pay any associated filing fees payable by Buyer Purchaser with respect to such authorizations, approvals and consents. Buyer Purchaser shall promptly inform the Company Sellers of any material communication between Buyer Purchaser and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Purchaser or any affiliate of Buyer Purchaser receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Purchaser shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Sellers and the Company. (c) 6.6.3. Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Purchaser shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Purchaser shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of the Interest or any assets or categories of assets of Buyer Purchaser or any of its affiliates or the Company or its Subsidiaries, (2B) the imposition of any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates to freely conduct their business or own such assets, or (3C) the holding separate of the Company Shares Interests or any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates to exercise full rights of ownership of the Company Shares Interest (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 6.6 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) 8.1.12 if such party has, until such date, complied in all material respects with its obligations under this Section 6.36.6.

Regulatory Approvals. The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (a) The Company shallincluding the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Each of NCB and Berkshire Bancorp, upon request, shall cause each Company Subsidiary tofurnish to the other all information concerning itself, promptly execute its Subsidiaries, directors, officers and fileshareholders, or join in the execution and filing of, any application, notification or such other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which matters as may be reasonably requirednecessary or advisable in connection with any applications, notices, petitions and filings made by Berkshire Bancorp, NCB or which Buyer may reasonably request, any of their Subsidiaries with any Governmental Entity in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company NCB and Berkshire Bancorp shall use commercially reasonable efforts have the right to obtainreview in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to NCB or Berkshire Bancorp, as the case may be, and to cooperate with Buyer to promptly obtainany of their respective Subsidiaries, all such authorizationsthat appears in any filing made with, approvals and consents and shall pay or written materials submitted to, any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and third party or any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer In exercising the foregoing right, each of the parties shall use commercially reasonable efforts act reasonably and as promptly as practicable. The parties shall consult with each other with respect to obtain the obtaining of all such authorizationspermits, consents, approvals and consents authorizations of all third parties and shall pay any associated filing fees payable Governmental Entities necessary or advisable to consummate the transactions contemplated by Buyer with respect this Agreement and each party will keep the other apprised of the status of matters relating to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any completion of the transactions contemplated herebyby this Agreement. If Buyer Notwithstanding the foregoing, nothing contained herein shall be deemed to require Berkshire Bancorp or NCB to take any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall makeaction, or cause commit to be madetake any action, as soon as reasonably practicable, a response in compliance with such request. Buyer shall director agree to any condition or restriction, in its sole discretionconnection with obtaining the foregoing permits, the making consents, approvals and authorizations of such responsethird parties or Governmental Entities, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement that would reasonably be expected to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), have a Material Adverse Effect on it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoingwhich, an a “Antitrust RestraintMaterially Burdensome Regulatory Condition”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallIf an Event of Default shall have occurred and be continuing, promptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all documents and papers the Administrative Agent may reasonably request and as soon as may be required by law to acquire the consent, approval, registration, qualification or authorization of any other Person deemed reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, necessary or appropriate for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. rights under this Security Agreement (b) Buyer each a “Governmental Approval”). Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Obligor shall take any action which the execution and filing of, any application, notification or other document that is required Administrative Agent may reasonably request in order to obtain transfer and assign to the authorizationAdministrative Agent, approval or consent of any Governmental Entityto such one or more third parties as the Administrative Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each Governmental Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the other transactions contemplated continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by this Agreementthe court. Buyer Upon the occurrence and continuance of an Event of Default, such Obligor shall further use commercially its reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor's portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Obligor.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary its Subsidiaries to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall, and shall cause its Subsidiaries to, make all filings required of it under the HSR Act or other antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable (with the initial such filing to be made no more than five Business Days after the Agreement Date, unless the Company and Parent mutually agree to a later date) and shall comply as soon as reasonably practicable and to the extent necessary with any formal or informal request under the HSR Act or other antitrust Laws for additional information, documents or other materials received from the Federal Trade Commission, Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent and Merger Sub to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents; provided that Parent shall be responsible for the payment of 50% of the filing fees associated with any filing under the HSR Act. The Company shall promptly inform Buyer Parent of any material communication between any of the Company Acquired Companies and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If any of the Company Acquired Companies or any Subsidiary of their Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall, and shall directcause its Subsidiaries to, consult with and cooperate with Parent in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent advance of any such written or oral communication to any Governmental EntityAuthority. The Company shall, whether foreignand shall cause its Subsidiaries to, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizationsresolve questions or objections, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizationsif any, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAuthority. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Transactions or any Company Ancillary Agreement. The Company shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Seller and/or the Company and any Governmental Entity Authority regarding any of the transactions contemplated herebyTransactions, and shall provide Acquiror reasonable advance notice of the nature and substance of any planned communication with any Governmental Authority. If the Seller and/or the Company or any Subsidiary Affiliate of the Seller and/or the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyTransactions, then the Seller and the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Seller and/or the Company shall direct, in its sole discretion, the making of such response, but shall review any proposed response in advance with, and consider in good faith the views of, Acquiror. The Seller and/or the Company shall not, without the prior written consent of Acquiror, (a) permit any of the Buyer. Company Representatives to participate in any meeting with any Governmental Authority relating to the Transactions unless the Company consults with Acquiror in advance and, to the extent permitted by such Governmental Authority, grants Acquiror the opportunity to attend and lead the discussions at such meeting or (b) Buyer shall promptly execute and fileproffer, make proposals, negotiate, execute, carry out or join in submit to any agreements or Orders; provided that the execution and filing ofCompany shall, if directed by Acquiror, agree to any application, notification or other document such action that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with conditioned on the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyPurchase. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act and Applicable Laws of Germany) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if . If any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federalApplicable Law, state Acquiror shall use commercially reasonable efforts to defend such action or foreign statutesproceeding; provided, ruleshowever, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have that neither Acquiror nor any obligation to litigate of its Subsidiaries or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer affiliates shall be under no any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1a) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its subsidiaries or affiliates or the Company or its any of the Company Subsidiaries, or the holding separate of the shares of Company Common Stock or (2b) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shallDuring the continuance of an Event of Default, and shall cause each Company Subsidiary tothe Borrower will, at its expense, promptly execute and filedeliver, or join in cause the execution and filing delivery of, any applicationall applications, notification certificates, instruments, registration statements and all other documents and papers the Administrative Agent may reasonably request or other document that as may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required by applicable law in connection with the consummation obtaining of any consent, approval, registration, qualification or authorization of the Share Purchase FCC or of any other Governmental Authority or Person necessary or appropriate for the effective exercise of any rights under this Credit Agreement or any other Fundamental Document. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Borrower shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each FCC License, Permit or other similar right or license. To enforce the provisions of this Section, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority or Person (as applicable) an involuntary transfer of control of each such FCC License, Permit or similar right or license for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Borrower hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Borrower shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, the Borrower shall further use its best efforts to assist in obtaining approval of the FCC or other Governmental Authority or Person, if required, for any action or transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company Credit Agreement or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyother Fundamental Document including, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretionwithout limitation, the making of such responsepreparation, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification with the FCC or other document that is required in order to obtain Governmental Authority or Person of the authorization, approval assignor's or consent transferor's portion of any application or applications for consent to the assignment of any FCC License, Permit or similar right or license or the transfer of control necessary or appropriate under the rules and regulations of the FCC or other Governmental EntityAuthority or otherwise for the approval of the transfer or assignment of any portion of the Collateral, whether foreigntogether with any FCC License, federalPermit or similar right or license. The Borrower acknowledges that the assignment or transfer of each FCC License, statePermit or similar right or license is integral to the Administrative Agent's and Lenders' realization of the value of the Collateral, local or municipal in connection that there is no adequate remedy at law for failure by the Borrower to comply with the consummation provisions of the Share Purchase this Section and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all that such authorizationsfailure would cause irreparable injury not adequately compensable in damages, approvals and consents therefore agrees that each and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing every covenant contained in this Section 6.3 shall limit a party’s right may be specifically enforced, and the Borrower hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (ai) The Company shall, and Acquirer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company Acquirer shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquirer with respect to such authorizations, approvals and consents. The Company Acquirer shall promptly inform Buyer Company of any material communication between the Company Acquirer and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Acquirer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (cii) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)trade, it is expressly understood and agreed that: (iA) Buyer shall Acquirer will not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (iiB) Buyer shall Acquirer will be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquirer or any of its affiliates Affiliates or the Company or its SubsidiariesCompany, (2) the imposition of any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to freely conduct their business or own such assets, or (3) the holding separate of the any shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to exercise full rights of ownership of the any shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Acquirer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer the Company may reasonably request, in connection with the consummation of the Share Purchase Mergers and the other transactions contemplated by this Agreement. The Company Acquirer shall use commercially reasonable efforts to obtain, and to cooperate with Buyer the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by Acquirer, the Surviving Entity or the Company with respect to such authorizations, approvals and consents. Acquirer shall promptly inform the Company of any material communication between Acquirer and any Governmental Entity regarding the Mergers or any other transaction contemplated by this Agreement. If Acquirer or any of its Affiliates receives any formal or informal request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (b) The Company shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Acquirer may reasonably request, in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to cooperate with Acquirer to promptly obtain, all such authorizations, approvals and consents and shall pay, subject to the provisions of Section 5.8, any expenses fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquirer of any material communication between the Company and any Governmental Entity regarding the Mergers or any of the transactions other transaction contemplated herebyby this Agreement. If the Company or any Subsidiary of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAcquirer. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative in violation of any federal, state or foreign statutes, rules, regulations, orders or decrees laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquirer shall not have any obligation to litigate or contest or remove any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquirer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquirer, the Company or any of its affiliates their respective Subsidiaries or the Company or its SubsidiariesAffiliates, (2B) the imposition of any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to freely conduct their business or own or exercise control of such assets, or (3C) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock, or (D) any other limitation on the complete and absolute authority of Acquirer to cause the Surviving Entity and each of its subsidiaries to operate its business and conduct its affairs as determined in Acquirer’s sole and absolute discretion (each of the foregoingrestraints or limitations referred to in clauses “(A)” through “(D)” above being referred to herein as, an “Antitrust Restraint”). Nothing in this Section 6.3 5.18 shall limit a partyAcquirer’s or the Company’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party Acquirer or the Company, as applicable, has, until such date, complied in all material respects with its obligations under this Section 6.35.18.

Regulatory Approvals. (a) The Company shallEach Grantor will, and shall cause each Company Subsidiary toat its expense, promptly execute and filedeliver, or join in cause the execution and filing delivery of, any applicationall applications, notification or certificates, instruments, registration statements, and all other document that documents and papers the Administrative Agent may reasonably request and as may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required by law in connection with the consummation obtaining of any consent, approval, registration, qualification, or authorization of any Person deemed necessary or appropriate for the effective exercise of any rights under this Agreement. Without limiting the generality of the Share Purchase foregoing, if an Event of Default shall have occurred and be continuing, each Grantor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Communications License or other Governmental Approval. To enforce the provisions of this Section, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Communications License or other Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Grantor hereby agrees to authorize such an involuntary assignment or transfer of control upon the request of the receiver so appointed and, if such Grantor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Grantor shall further use its commercially reasonable to assist in obtaining approval of any Governmental Authority, if required, for any action or transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtainincluding, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretionwithout limitation, the making of such responsepreparation, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, with any application, notification Governmental Authority of the assignor's or transferor's portion of any application or applications for consent to the assignment of any Communications License or other document that is required in order to obtain Governmental Approval or transfer of control necessary or appropriate under the authorization, approval or consent rules and regulations of any Governmental EntityAuthority for the approval of the transfer or assignment of any portion of the assets of such Grantor, whether foreign, federal, state, local together with any Communications Licenses or municipal in connection other Governmental Approval. Because such Grantor agrees that the Administrative Agent's remedy at law for failure of such Grantor to comply with the consummation provisions of this Section would be inadequate and that such failure would not be adequately compensable in damages, such Grantor agrees that the Share Purchase covenants contained in this Section may be specifically enforced, and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts such Grantor hereby waives and agrees not to obtain all such authorizations, approvals and consents and shall pay assert any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request defenses against an action for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making specific performance of such response, but shall consider in good faith the views of the Company. (c) covenants. Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3the Lenders and the Administrative Agent understand and agree that the assignment or transfer of control of some of the Communications Licenses requires advance approval by the FCC.

Regulatory Approvals. Each party shall use all reasonable efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all notices, applications, reports and other documents required to be filed by such party with or otherwise submitted by such party to any Governmental Authority with respect to the Transaction, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Elixir shall, promptly after the date of this Agreement, prepare and file (a) The Company shall, any notification or report forms required to be filed under the HSR Act and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, (b) any application, notification or other document that may required to be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, filed in connection with the consummation transactions contemplated hereunder any applicable foreign Legal Requirement relating to antitrust or competition matters. Without limiting the generality of the Share Purchase foregoing, the Company and Elixir shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the other transactions contemplated hereunder or the Transaction Documents and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the transactions contemplated hereunder or the Transaction Documents, take all reasonable action necessary to ensure that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated by this Agreementthe Transaction Documents and otherwise to minimize the effect of such statute or regulation thereon. The Company and Elixir shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to respond as promptly obtain, all such authorizations, approvals and consents and shall pay as practicable to: (A) any associated filing fees payable by inquiries or requests received from the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Federal Trade Commission or the Department of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request Justice for supplemental additional information or documentary material documentation; and (B) any inquiries or requests received from any Governmental Entity with respect to the transactions contemplated herebystate attorney general, then the Company shall make, foreign antitrust or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification competition authority or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal governmental body in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementantitrust or competition matters. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Collateral Agent may reasonably request and as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is may be required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal by law in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company obtaining of any material communication between Buyer and Governmental Approval or the consent, approval, registration, qualification or authorization of any Governmental Entity regarding other Person deemed necessary or appropriate for the effective exercise of any of the transactions contemplated herebyrights under this Security Agreement. If Buyer Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Collateral Agent may reasonably request in order to transfer and assign to the Collateral Agent, or any affiliate to such one or more third parties as the Collateral Agent may designate, or to a combination of Buyer receives any formal or informal the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent is empowered to request for supplemental information or documentary material the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Entity with respect Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views request of the Company. (c) Notwithstanding anything in this Agreement to the contraryreceiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Collateral Agent’s remedy at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company Parent shall, and shall cause each Company Subsidiary relevant Seller Group Party to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, waiting period expiration or termination, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Equity Purchase and the other transactions contemplated by this Agreement or any Seller Ancillary Agreement. The Company Seller Group Parties shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, waiting period expirations or terminations, approvals and consents and shall pay any associated filing fees payable by the Company Seller Group Parties with respect to such required authorizations, waiting period expirations or terminations, approvals and consents. The Company Parent shall promptly inform Buyer of any material communication between the Company any Seller Group Party and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and shall provide Buyer reasonable advance notice of the nature and substance of any planned communication with any Governmental Authority. If the Company any Seller Group Party or any Subsidiary of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company such party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretionfollowing the prior review of any proposed response with, the making of such response, but shall and consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, Buyer; provided, that the final determination as to the appropriate course of action and response shall be made by Buyer. In addition, to the extent reasonably practicable, any applicationSeller Group Party’s discussions, notification or other document that is required in order telephone calls, and meetings with a Governmental Authority regarding the transactions contemplated by this Agreement shall include representatives of Buyer. Subject to obtain applicable Law, the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Seller Group Parties will consult and reasonably cooperate with Buyer in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federalBuyer shall, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate behalf of the Company Shares parties, control and lead all communications with any Governmental Authority and all strategy relating to any filings with or responses to inquiries made by a Governmental Authority in connection with the transactions described herein under the antitrust laws (including the HSR Act) and shall consult with the Seller Group Parties, keep the Seller Group Parties reasonably informed and shall consider in good faith any limitation or regulation on recommendations from the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Seller Group Parties.

Regulatory Approvals. (a) The Company shallSo long as any Loan or any other Obligation shall remain unpaid or any Lender shall have any Commitment under the Credit Agreement, each Grantor shall promptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements and all other documents the Collateral Agent may reasonably request and as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is may be required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal by law in connection with the consummation obtaining of any FCC Consents, State Consents or the Share Purchase and consent, approval, registration, qualification or authorization of any other Person necessary or deemed by the other transactions contemplated by Collateral Agent to be appropriate for the effective exercise of any of its rights under this Agreement. Buyer Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in order to transfer and assign to the Collateral Agent, or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing, each FCC License, State License or other Government Approval of such Grantor. To enforce the provisions of this Section 12, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority an involuntary transfer of control of each such FCC License, State License or other Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Grantor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Grantor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Grantor shall further use commercially its reasonable best efforts to obtain all such authorizationsassist in obtaining FCC Consents, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer State Consents or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryother governmental approvals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the FCC or other governmental authority of such Grantor's portion of any federalnecessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any FCC Licenses, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction State Licenses or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Grantor. Because each Grantor agrees that the Collateral Agent's remedy at law for failure of assets such Grantor to comply with the provisions of Buyer or any of its affiliates or this Section 12 would be inadequate and that such failure would not be adequately compensable in damages, such Grantor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right 12 may be specifically enforced, and such Grantor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all material applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as soon as reasonably practicablemay be required by law to acquire any Governmental Approval or the consent, a response in compliance with such request. The Company shall directapproval, in its sole discretionregistration, qualification or authorization of any other Person deemed necessary or appropriate for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. (b) Buyer rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Obligor shall take any action which the execution and filing of, any application, notification or other document that is required Administrative Agent may reasonably request in order to obtain transfer and assign to the authorizationAdministrative Agent, approval or consent of any Governmental Entityto such one or more third parties as the Administrative Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the other transactions contemplated continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by this Agreementthe court. Buyer Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor's portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Administrative Agent's remedy at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Acquiror nor any of its Subsidiaries or affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its Subsidiaries or affiliates or the Company or any of its Subsidiaries, or the holding separate of the shares of Company Common Stock or (2ii) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its Subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, use commercially reasonable efforts to promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, including any filing required under the HSR Act, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Macrovision to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable required to be paid by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Macrovision of any material communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestrequest following consultation with Macrovision. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizationscontest and resist any action, approvals and consents and shall pay including any associated filing fees payable by Buyer with respect to such authorizationslegislative, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action action, and to have vacated, lifted, reversed or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or overturned any decree, judgment, injunction or other order, order (whether temporary, preliminary or permanent; and ) (iian “Antitrust Order”) Buyer shall be under no obligation to make proposalsthat restricts, execute prevents or carry out agreements or submit to orders providing for (1) prohibits the sale, license or other disposition or holding separate (through consummation of the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Merger or any other transactions contemplated by this Agreement under any applicable antitrust law. The Company shall consult and cooperate with Macrovision, and consider in good faith the views of its affiliates Macrovision, and provide to Macrovision in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals prepared for submission to a government agency in connection with an antitrust filing relating to the Merger and made or the Company submitted by or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate behalf of the Company Shares hereto in connection with proceedings under or relating to any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3antitrust law.

Regulatory Approvals. (a) The Company shall, and Macrovision shall cause each Company Subsidiary to, use commercially reasonable efforts to promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Macrovision Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Macrovision shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Macrovision with respect to such authorizations, approvals and consents. The Company Macrovision shall promptly inform Buyer the Company of any material communication between the Company Macrovision and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Macrovision or any Subsidiary Affiliate of Macrovision receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Macrovision shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Macrovision shall directuse its commercially reasonable efforts to contest any Antitrust Order that restricts, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, prevents or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with prohibits the consummation of the Share Purchase and the Merger or any other transactions contemplated by this Agreement. Buyer Agreement under any applicable antitrust law; provided, however, Macrovision shall use commercially reasonable efforts not be obligated to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect agree to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect consent to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) judgment that would result in the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets material asset or categories material category of assets of Buyer Macrovision and its Subsidiaries taken as a whole or (ii) any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any material limitation or regulation on the ability of Buyer or any Macrovision to conduct the business of Macrovision and its affiliates to freely conduct their business or own such assets, or (3) the holding separate Subsidiaries as of the Company Shares date hereof or any limitation to acquire, hold or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any Capital Stock. Macrovision shall consult and cooperate with the Company, and consider in good faith the views of the foregoingCompany, and provide to the Company in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals prepared for submission to a government agency in connection with an “Antitrust Restraint”). Nothing antitrust filing relating to the Merger and made or submitted by or on behalf of Macrovision hereto in this Section 6.3 shall limit a party’s right connection with proceedings under or relating to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3any antitrust law.

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as soon as reasonably practicablemay be required by law to acquire the consent, a response in compliance with such request. The Company shall directapproval, in its sole discretionregistration, qualification or authorization of any Governmental Authority deemed necessary or appropriate for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. rights under this Security Agreement (b) Buyer each a “Governmental Approval”). Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Obligor shall take any action which the execution and filing of, any application, notification or other document that is required Administrative Agent may reasonably request in order to obtain transfer and assign to the authorizationAdministrative Agent, approval or consent of any Governmental Entityto such one or more third parties as the Administrative Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each Governmental Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the other transactions contemplated continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by this Agreementthe court. Buyer Upon the occurrence and continuance of an Event of Default, such Obligor shall further use commercially its reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. The Purchaser and the Aluma Group will, at each of their respective sole cost and expense, within fifteen (15) Business Days after the date of this Agreement: (a) The Company shall, take any and shall cause each Company Subsidiary to, promptly execute all steps reasonably necessary and file, or join in the execution such Party’s control and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use its commercially reasonable efforts to obtainensure that the Transfer of the Assets and Transactions are allowed under the Investment Canada Act; (b) file any and all notifications, filings and other documents required to cooperate with Buyer to promptly obtainobtain any and all approvals, consents or waivers from governmental Agencies, including, if required, under the Investment Canada Act, the Competition Act and the HSR Act; and (c) obtain all such authorizationsother Regulatory Approvals listed on Schedule H, approvals and consents and provided that the Purchaser shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity fee required with respect to the transactions contemplated herebyHSR Act, then Competition Act and Investment Canada Act. The Purchaser and the Company Aluma Group will take all commercially reasonable steps as may be necessary to assist the other Party to make any such filings and receive any necessary consents or approvals hereunder and to respond as promptly as practicable to any inquiries received from the Competition Bureau or the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice and any other Agency for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any Agency in connection therewith. The Purchaser and the Aluma Group agree to promptly take all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, Canadian or other national, state or local antitrust or competition authority so as to enable the parties to expeditiously close the Transactions. The Aluma Group shall makeeither comply with the Bulk Sales Act in all applicable jurisdictions in which the Business operates, in respect of the Transactions, or cause obtain a final and non-appealable exemption order in respect thereof satisfactory to be madePurchaser, as soon as reasonably practicable, a response in compliance with such requestacting reasonably. The Company shall direct, in its sole discretionIn the latter event, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order Aluma Group agrees to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all work with the Purchaser to request in such authorizationsorder(s) such further comfort as the Purchaser may request to satisfy itself, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizationsacting reasonably, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect that it will acquire title to the transactions Assets as contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.§1.A.

Regulatory Approvals. (a) The Company shallIn furtherance and not in limitation of the terms of Section 6.4, each of the Company, any of its Subsidiaries and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer that Parent may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby. The Each of the Company and Parent shall use commercially its reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The To the extent permitted by applicable Law, each of the Company and Parent shall promptly inform Buyer the other of any material communication between the Company or Parent (as applicable) and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or Parent or any Subsidiary receives Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request; provided, however, that the Company or Parent (as applicable) shall provide the other with a reasonable opportunity to review such response prior to submission. The Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyerother. Without limiting the generality or effect of the foregoing, each of the Company and Parent shall, (x) as soon as practicable (and in any event within five (5) Business Days of the date hereof), make any initial filings required under the HSR Act and (y) as soon as practicable, make any initial filings required under any other antitrust laws, in each case in connection with the Merger and the other transactions contemplated by this Agreement. To the extent permitted by applicable law, the parties hereto (other than the Stockholder Representative) shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any antitrust laws. Each of the Company and Parent shall use its reasonable best efforts to take such actions as may be required to cause the expiration of the notice periods under any applicable antitrust laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. (b) Buyer Each of the Company and Parent shall promptly execute and file, or join in the execution and filing of, any other application, notification or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal foreign, that may be reasonably required, or that Parent may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby. Buyer Each of the Company and Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer Each of the Company and Parent shall promptly inform the Company other of any material communication between Buyer the Company or Parent (as applicable) and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer the Company or Parent or any affiliate of Buyer receives thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Companyother. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement to the contraryAgreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Parent shall not have any obligation be required to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; agree to (and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiariesshall not be permitted to agree to, (2without the prior consent of Parent, which may be withheld in Parent’s sole discretion) the imposition any Action of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Divestiture.

Regulatory Approvals. During the Pre-Closing Period, (ai) The the Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company Investor shall use commercially reasonable efforts to obtainmaintain all Liquor Licenses required from any Governmental Body for the ownership, use, or operation of the businesses or properties now owned or operated by the Company or any of its Subsidiaries active and in good standing, with all applicable fees paid, and to cooperate with Buyer to promptly obtain, all such otherwise assist Investor in obtaining those authorizations, Consents or approvals and consents and shall pay any associated filing fees payable by necessary to assure that the Company will retain Liquor Licenses with respect to such authorizationsbusinesses or properties active and in good standing immediately following the Closing, approvals and consents. The (ii) the Company shall promptly inform Buyer cooperate fully with Investor in arranging for the transfer or re-issuance, at Closing if necessary, of any material communication Liquor Licenses, including the execution by the Company of any Consent, notice or similar documents typical examples of which are attached as Exhibit G-1 and Exhibit G-2 or as otherwise may be required by the applicable Liquor Authorities or other appropriate governmental regulatory agency for the Company to operate under a Liquor License at the Restaurants after the Closing and (iii) Investor and the Company shall diligently pursue in good faith the issuance by the Closing Date of any Liquor License as may be required to be obtained by the Company in connection with the transactions contemplated by this Agreement under the Liquor Laws (including promptly responding to all requests and questions from any applicable Liquor Authorities). Concurrently with submission of any such applications and materials, Investor shall provide the Company with a copy thereof (provided that, unless a dispute arises between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Investor under this Agreement with respect to the transactions contemplated herebyInvestor’s efforts to obtain a Liquor License, then Investor shall be entitled to redact any personal information on any application submitted by an individual). Investor shall also provide the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent copies of any Governmental Entity, whether foreign, federal, state, local or municipal correspondence to and from the Liquor Authorities in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementany such Liquor License application. Buyer Investor shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform keep the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any apprised of its affiliates or progress in obtaining any such Liquor Licenses (temporary and/or permanent) for the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Restaurants.

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is may be required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal by law in connection with the consummation obtaining of any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the Share Purchase and the other transactions contemplated by rights under this Security Agreement. Buyer Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, such Obligor shall further use its commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the As soon as practicable after execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent delivery of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company , Buyer and Sellers shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, make all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any filings required (if any) under applicable Laws for consummation of the transactions contemplated hereby. If In addition, Buyer and Sellers will each furnish as promptly as practicable all information as may be reasonably required by any federal or state regulatory agency properly asserting jurisdiction in order that the Company requisite approvals for the transactions contemplated hereby may be obtained or to cause any Subsidiary receives applicable waiting periods to expire. Sellers and Buyer will, as soon as practicable, use commercially reasonable efforts to take, or cause to be taken, all action required to obtain as promptly as practicable all necessary Permits, consents, approvals, authorizations and agreements of, and to give all notices and reports and make all other filings with, any formal governmental or informal request for supplemental information regulatory authority, necessary to authorize, approve or documentary material from any Governmental Entity with respect to permit the consummation of the transactions contemplated hereby, then the Company and Buyer and Sellers shall make, or cause to be made, as soon as reasonably practicable, a response in compliance cooperate with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider each other in good faith with respect thereto. To the views of the Buyer. (b) extent such documents are publicly available, Buyer and Sellers shall promptly execute provide to each other copies of all applications, documents, correspondence and filewritten comments that each of them or any of their Affiliates files with, sends to or receives from any regulatory or governmental agency, or join in the execution and filing of, any application, notification staff or other document that is required in order to obtain the authorization, approval or consent supervisory agents of any Governmental Entityof them, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase relating to this Agreement and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer herein, including any applications filed for the purpose of obtaining any necessary regulatory consents, approvals or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestwaivers. Buyer shall directand each Seller represents and warrants that all information concerning it, in its sole discretionAffiliates or their respective directors, the making of such responseofficers, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted shareholders and subsidiaries (or threatened to be institutedsubmitted for inclusion) challenging in any transaction contemplated by this Agreement as violative of any federal, state such application or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer filing shall be under no obligation to make proposalstrue, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied correct and complete in all material respects with its obligations under this Section 6.3respects.

Regulatory Approvals. (a) The Company shall, and Buyer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, provincial, local or municipal (including to the extent required under any laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade), which may be required in connection with the consummation of the Share Purchase Closing, at Buyer’s sole cost and the other transactions contemplated by this Agreementexpense. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consentsconsents as promptly as reasonably practicable and cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated herebyTransactions and permit Company and its Representatives (including outside counsel) to review any communication given by it to, and consult with in advance of any meeting or conference with, any Governmental Authority, and to the extent permitted by such Governmental Authority, give Representatives of Company the opportunity to attend and participate in such meetings and conferences (or, in the event any of Company’s Representatives are prohibited from participating in or attending any such meetings or conferences, Buyer shall keep Company and its Representatives promptly and reasonably apprised with respect thereto). If Buyer or any affiliate Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyTransactions, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestrequest following consultation with the Company. Buyer If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the Transactions, whether prior to the Closing or after the Closing, each Party shall direct, in its sole discretion, the making arrange for Representatives of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement Party to be present for such hearing or meeting. If any objections are asserted with respect to the contrary, Transactions under any Applicable Law or if any administrative or judicial action or proceeding Legal Proceeding is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any transaction of the Transactions contemplated by this Agreement or any Ancillary Agreements as violative of any federalApplicable Law or which would otherwise prevent, state materially impede or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.materially delay the

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Transactions or any Company Ancillary Agreement. The Company shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Seller and/or the Company and any Governmental Entity Authority regarding any of the transactions contemplated herebyTransactions, and shall provide Acquiror reasonable advance notice of the nature and substance of any planned communication with any Governmental Authority. If the Seller and/or the Company or any Subsidiary Affiliate of the Seller and/or the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyTransactions, then the Seller and the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Seller and/or the Company shall direct, in its sole discretion, the making of such response, but shall review any proposed response in advance with, and consider in good faith the views of, Acquiror. The Seller and/or the Company shall not, without the prior written consent of Acquiror, (a) permit any of the Buyer. Company Representatives to participate in any meeting with any Governmental Authority relating to the Transactions unless the Company consults with Acquiror in advance and, to the extent permitted by such Governmental Authority, grants Acquiror the opportunity to attend and lead the discussions at such meeting or (b) Buyer shall promptly execute and fileproffer, make proposals, negotiate, execute, carry out or join in submit to any agreements or Orders; provided that the execution and filing ofCompany shall, if directed by ▇▇▇▇▇▇▇▇, agree to any application, notification or other document such action that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with conditioned on the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyPurchase. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) 6.6.1. The Sellers and the Company shall, and shall cause each Company Subsidiary to, promptly after the date hereof, execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the Antitrust Laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Purchaser may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Sellers and the Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Purchaser to promptly obtain, all such authorizations, approvals and consents and consents. Sellers shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Sellers and the Company shall promptly inform Buyer Purchaser of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If Sellers and the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Sellers and Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Sellers and the Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchaser. (b) Buyer 6.6.2. Purchaser shall promptly after the date hereof execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the Antitrust Laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Purchaser shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and consents. Purchaser shall pay any associated filing fees payable by Buyer Purchaser with respect to such authorizations, approvals and consents. Buyer Purchaser shall promptly inform the Company Sellers of any material communication between Buyer Purchaser and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Purchaser or any affiliate of Buyer Purchaser receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Purchaser shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Sellers and the Company. (c) 6.6.3. Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Purchaser shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Purchaser shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of the Interest or any assets or categories of assets of Buyer Purchaser or any of its affiliates or the Company or its Subsidiaries, (2B) the imposition of any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates to freely conduct their business or own such assets, or (3C) the holding separate of the Company Shares Interests or any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates to exercise full rights of ownership of the Company Shares Interest (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 6.6 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) 8.1.2 if such party has, until such date, complied in all material respects with its obligations under this Section 6.36.6.

Regulatory Approvals. A. As soon as practicable and in no event later than twenty (a20) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in calendar days after the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent date of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute prepare and filefile any applications, or join in the execution policies and filing of, any application, notification or other document that is filings required in order to obtain the authorization, any approval or consent of any Governmental Entity, whether foreign, federal, state, local governmental body or municipal regulatory agency or authority required to be obtained by Buyer in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer agrees to (i) make draft copies of the applications (except for any confidential portions thereof) available to Seller and its counsel on request, (ii) process the applications in a diligent manner and on a priority basis, (iii) request confidential treatment by the appropriate federal and/or state regulatory authorities of all non-public information submitted in the applications, (iv) provide Seller and its counsel promptly with a copy of the applications as filed (except for any confidential portions thereof) and all notices, orders, opinions, correspondence and other documents with respect thereto, and (v) use its best efforts to obtain all required governmental and regulatory approvals. Buyer shall promptly, but in no event later than five (5) business days after receipt of a request by Seller, furnish Seller with all information concerning Buyer reasonably required for inclusion in any application or statement required by law to be made by Seller to or filed by Seller with any governmental body in connection with the transactions contemplated by this Agreement, and Buyer represents and warrants that all information so furnished for such statements and applications shall be true and correct in all material respects and shall not omit any material fact required to be stated therein or necessary to make the statements made, in light of the circumstances under which they were made, not misleading. Buyer shall otherwise cooperate with Seller in obtaining all governmental and regulatory consents, approvals, licenses, waivers and the like required to be fulfilled or obtained for the completion of the transactions contemplated by this Agreement. B. If any governmental body or regulatory agency or authority shall require the modification of any of the terms and provisions of this Agreement as a condition to granting any required approval, the parties hereto will negotiate in good faith and use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect seek a mutually agreeable adjustment to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any terms of the transactions contemplated hereby. If , such agreement not to be unreasonably withheld, conditioned or delayed. C. Buyer or shall promptly advise Seller upon receiving any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material communication from any Governmental Entity with respect to governmental body or regulatory agency or authority whose consent or approval is required for consummation of the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative that causes Buyer to believe that there is a reasonable likelihood that any required approval or consent or other approval required hereunder will not be obtained or that receipt of any federal, state such approval or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall consent will be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3materially delayed.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary toas promptly as reasonably practicable after the execution of this Agreement, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. Without prejudice to the foregoing, the Company shall make all filings required of it under the HSR Act (which filings shall request early termination of the waiting period under the HSR Act) or any other antitrust Law with respect to the transactions contemplated hereby as promptly as reasonably practicable (but no later than five (5) business days after the date of this Agreement) and shall comply as soon as reasonably practicable and to the extent necessary with any reasonable request for additional information, documents or other materials received from the Federal Trade Commission or Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. The Company shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer Parent and Merger Sub to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall as promptly as reasonably practicable inform Buyer Parent of any material substantive communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and provide a copy of such substantive communication if it is in writing. If the Company or any Subsidiary of its Affiliates receives any reasonable formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall directconsult with and cooperate with Parent in advance of any such written or oral communication to any Governmental Authority, and shall not participate in its sole discretionany substantive meeting or discussion with any Governmental Authority in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with Parent in advance and, except as prohibited by applicable Law or Governmental Authority, gives Parent the making of such responseopportunity to attend and participate thereat. The Company may, but as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Parent under this Section 5.4 as “outside counsel only.” Such materials and the information contained therein shall consider in good faith be given only to the views outside legal counsel of the Buyer. (b) Buyer shall promptly execute recipient and filewill not be disclosed by such outside counsel to employees, officers, or join directors of the recipient, unless express written permission is obtained in advance from the execution and filing ofsource of the materials. The Company shall use reasonable best efforts to resolve questions or objections, any applicationif any, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAuthority. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallParent shall as promptly as reasonably practicable after the execution of this Agreement, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Without prejudice to the foregoing, Parent shall make all filings required of it under the HSR Act or any other antitrust Law with respect to the transactions contemplated hereby as promptly as reasonably practicable (but no later than five (5) business days after the date of this Agreement) and shall comply as soon as reasonably practicable and to the extent necessary with any reasonable request for additional information, documents or other materials received from the Federal Trade Commission or Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. Parent shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and consents. Parent shall pay any associated filing fees payable by the Company Parent with respect to such authorizations, approvals and consents, and shall be responsible for the payment of all filing fees required in connection with filings under the HSR Act or any other antitrust Law with respect to the transactions contemplated hereby. The Subject to applicable Laws and orders, Parent shall as promptly as reasonably practicable inform the Company shall promptly inform Buyer of any material substantive communication between the Company Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and provide a copy of such substantive communication if it is in writing. If the Company Parent or any Subsidiary of its Affiliates receives any reasonable formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect response to the transactions contemplated hereby, then the Company Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Parent shall consult with and cooperate with the Company in advance of any such written or oral communication to any Governmental Authority, and shall directnot participate in any substantive meeting or discussion with any Governmental Authority in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the Company in advance and, in its sole discretionexcept as prohibited by applicable Law or Governmental Authority, gives Parent the making of such responseopportunity to attend and participate thereat. The Company may, but as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Parent under this Section 6.2 as “outside counsel only.” Such materials and the information contained therein shall consider in good faith be given only to the views outside legal counsel of the Buyer. (b) Buyer shall promptly execute recipient and filewill not be disclosed by such outside counsel to employees, officers, or join directors of the recipient, unless express written permission is obtained in advance from the execution and filing ofsource of the materials. The Parent shall use reasonable best efforts to resolve questions or objections, any applicationif any, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this AgreementAuthority. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding Action is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Law, it is expressly understood and agreed thatthat neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and , or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates Subsidiaries or Affiliates (including the Surviving Corporation) or the Company, or the holding separate of shares of Company Capital Stock, or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shall, and Acquirer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer the Company may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company Acquirer shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer Holdco and the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquirer or Merger Subs with respect to such authorizations, approvals and consents. The Company Acquirer shall promptly inform Buyer the Company of any material communication between the Company Acquirer and any Governmental Entity regarding the Merger or any other transaction contemplated by this Agreement. If Acquirer or any of the transactions contemplated hereby. If the Company or any Subsidiary its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (b) The Company and Holdco shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other Table of Contents document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Acquirer may reasonably request, in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. The Company and Holdco shall use commercially reasonable efforts to cooperate with Acquirer to promptly obtain, all such authorizations, approvals and consents and shall pay, subject to the provisions of Section 5.11, any associated filing fees payable by the Company or Holdco with respect to such authorizations, approvals and consents. The Company and Holdco shall promptly inform Acquirer of any material communication between the Company and Holdco and any Governmental Entity regarding the Merger or any other transaction contemplated by this Agreement. If the Company or any of its Affiliates receives any formal or informal request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then the Company and Holdco shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAcquirer. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative in violation of any federal, state or foreign statutes, rules, regulations, orders or decrees laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquirer shall not have any obligation to litigate or contest or remove any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquirer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquirer, the Company or any of its affiliates their respective Subsidiaries or the Company or its SubsidiariesAffiliates, (2B) the imposition of any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to freely conduct their business or own or exercise control of such assets, or (3C) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock, or (D) any other limitation on the complete and absolute authority of Acquirer to cause the Final Surviving Entity and each of its Subsidiaries to operate its business and conduct its affairs as determined in Acquirer’s sole and absolute discretion (each of the foregoingrestraints or limitations referred to in clauses “(A)” through “(D)” above being referred to herein as, an “Antitrust Restraint”). Nothing in this Section 6.3 5.19 shall limit a partyAcquirer’s or Holdco and the Company’s right to terminate this Agreement pursuant to Section 8.1(b7.1(a)(ii) if such party Acquirer or Holdco and the Company, as applicable, has, until such date, complied in all material respects with its obligations under this Section 6.35.19.

Regulatory Approvals. (a) The Company shallIf any sale, and shall cause each Company Subsidiary totransfer, promptly execute and fileassignment, or join in the execution and filing of, any application, notification pledge or other document that may be necessary in order to obtain the authorization, approval or consent disposition of shares by any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation member of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer ITT Group would cause a change in ownership or control of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives of its ITT Technical Institutes under any formal of the laws, regulations and/or standards of the U.S. Department of Education, the state education authorities that regulate the Company's ITT Technical Institutes or informal request for supplemental information or documentary material from any Governmental Entity with respect the accrediting commissions that accredit the Company's ITT Technical Institutes (collectively, the "Regulators"), ITT shall give written notice to the transactions contemplated herebyCompany of the date of such sale, then transfer, assignment, pledge or other disposition (the "Transfer Date") at least 120 days prior to the proposed Transfer Date. Promptly upon receipt of such notice, the Company shall maketake, or cause to be madetaken, all actions, and do, or cause to be done, all things, necessary, proper or advisable under applicable laws and regulations to obtain as soon promptly as reasonably practicablepracticable all the required prior approvals from such Regulators prior to the Transfer Date; provided, a response in compliance with such request. The Company shall directhowever, in its sole discretionto the extent that any Regulator's approval is not obtained prior to the Transfer Date or is not required prior to the Transfer Date, the making of Company's obligation to obtain such response, but Regulator's approval shall consider in good faith continue after the views Transfer Date until such time as such Regulator's approval is obtained. No member of the BuyerITT Group shall make such sale, transfer, assignment, pledge or other disposition until the Company receives all of the required prior approvals. ITT (as to itself and on behalf of the ITT Group) and the Company agree to cooperate to obtain the approval of the Regulators for such sale, transfer, assignment, pledge or other disposition. (b) Buyer As a condition to any transfer by the ITT Group of rights under paragraph 3(c) hereof, the ITT Group shall promptly execute and file, or join in require the execution and filing of, any application, notification or other document that is required in order Rights Transferee to obtain agree to be bound by the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation obligations of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyITT Group under paragraph 5(a) hereof. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly as soon as practicable and no later than three Business Days after the date hereof, execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, Entity which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to Buyer shall cooperate with Buyer the Company reasonably and to promptly the extent necessary or advisable to obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity either (i) regarding any of the transactions contemplated herebyhereby or (ii) that may impair the ability of the parties hereto to consummate the Merger hereunder. If the Company or any its Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly as soon as practicable and no later than three Business Days after the date hereof execute and file, or join in the execution and filing of, any application, notification or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity either (i) regarding any of the transactions contemplated herebyhereby or (ii) that may impair the ability of the parties hereto to consummate the Merger hereunder. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallIn furtherance and not in limitation of the terms of Section 4.3, each of the Company, its Subsidiaries and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer that Parent may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby. The Each of the Company and Parent shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The To the extent permitted by applicable Legal Requirements, each of the Company and Parent shall promptly inform Buyer the other of any material communication between the Company or Parent (as applicable) and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or Parent or any Subsidiary receives affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyerother. (b) Buyer shall promptly execute and file, Notwithstanding the foregoing or join anything to the contrary set forth in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals it is expressly understood and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform agreed that (i) neither Parent nor the Company of shall have any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect obligation to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if litigate any administrative or judicial action or proceeding is instituted (or threatened to that may be instituted) challenging any transaction brought in connection with the transactions contemplated by this Agreement as violative of any federalAgreement, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Parent shall not be under no obligation required to make proposals(A) agree to any license, execute or carry out agreements or submit to orders providing for (1) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) ), of shares of capital stock or of any business, assets or categories property of assets Parent, or of Buyer or any of its affiliates or the Company or its Subsidiariesaffiliates, (2) or the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates them to freely conduct their business businesses or to own or exercise control of such assets, properties and stock, or (3B) the holding separate of the Company Shares take any action under Section 4.3, this Section 4.4 or any limitation or regulation on the ability other provision of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant if any Governmental Authority that has the authority to Section 8.1(b) if such party hasenforce any Antitrust Law seeks, until such dateor authorizes its staff to seek, complied in all material respects with its obligations under a preliminary injunction or restraining order to enjoin consummation of any transaction contemplated by this Section 6.3Agreement.

Regulatory Approvals. (a) The Company shallEach Borrower shall promptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Agent may reasonably request and as soon as reasonably practicablemay be required by law to acquire any governmental approvals or the consent, a response in compliance with such request. The Company shall directapproval, in its sole discretionregistration, qualification or authorization of any other Person deemed necessary for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. (b) Buyer rights under this Agreement. Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Borrower shall take any reasonable action which the execution and filing of, any application, notification or other document that is required Agent may reasonably request in order to obtain transfer and assign to the authorizationAgent, approval or consent of any Governmental Entityto such one or more third parties as the Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each government approval of such Borrower. To enforce the provisions of this Section, upon the occurrence and during the other transactions continuance of an Event of Default, the Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the governmental authority an involuntary transfer of control of each such governmental approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Borrower hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Borrower shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Borrower shall further use its reasonable best efforts to assist in obtaining governmental approvals, if required, for any action or transaction contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all , including, without limitation, the preparation, execution and filing with the governmental authority of such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company Borrower’s portion of any material communication between Buyer and any Governmental Entity regarding any necessary application for the approval of the transactions contemplated hereby. If Buyer transfer or assignment of any affiliate portion of Buyer receives the assets (including any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making governmental approval) of such responseBorrower. Because each Borrower agrees that the Agent’s remedy at law for failure of such Borrower to comply with the provisions of this Section would be inadequate and that such failure would not be adequately compensable in damages, but shall consider in good faith such Borrower agrees that the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right may be specifically enforced, and such Borrower hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Parent shall make all filings required of it under the HSR Act with respect to the transactions contemplated hereby within three Business Days of the Agreement Date and to the extent necessary, respond as promptly as reasonably practicable to any formal or informal request under the HSR Act for additional information, documents or other materials received from the Federal Trade Commission, Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. Parent shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company Subject to applicable Laws and orders, Parent shall promptly inform Buyer the Company of any material communication between the Company Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Parent shall direct, in its sole discretion, the making of such response, but shall consider consult in good faith and cooperate with the views of the Buyer. (b) Buyer shall promptly execute and file, or join Company in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent advance of any such written or oral communication to any Governmental EntityAuthority. Parent shall, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and shall cause the other transactions contemplated by this Agreement. Buyer shall Acquired Companies to, use commercially reasonable efforts to obtain all such authorizationsresolve questions or objections, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizationsif any, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated herebyAuthority. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding Action is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Law, it is expressly understood and agreed thatthat neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and , or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates Subsidiaries or Affiliates (including the Surviving Corporation) or the Company, or the holding separate of shares of Company Capital Stock, or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be is necessary in order to obtain the authorization, approval Approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals Approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals Approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required may be necessary in order to obtain the authorization, approval Approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals Approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals Approvals and consents. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate Affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company Target shall, and shall cause each Company Subsidiary of Target to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company Target shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Target with respect to such authorizations, approvals and consents. The Company Target shall promptly inform Buyer Acquiror of any material communication between the Company Target and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company Target or any Subsidiary affiliate of Target receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company Target shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Target shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer.Acquiror. Table of Contents (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company Target of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyTarget. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that (i) Target and Acquiror shall provide information required by law or governmental regulation and shall use commercially reasonable efforts to substantially comply as promptly as practicable with any “second request” for information pursuant to the Antitrust Laws, and (ii) Target and Acquiror shall use their commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the Antitrust Laws; provided, however, that: (iA) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (iiB) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates affiliates, or the Company Target or any of its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares shares of Target Capital Stock or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to exercise full rights of ownership of the Company Shares shares of Target Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)trade, it is expressly understood and agreed that: (i) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 6.4 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.36.4.

Regulatory Approvals. (a) The Within ten (10) days of the Agreement Date, the Company shall, and shall cause each Company Subsidiary and Selling Shareholder to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable Antitrust Law) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which Entity that may be reasonably required, or which Buyer that Acquirer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this AgreementTransactions. The Each Selling Shareholder and the Company shall use commercially reasonable best efforts as described in Section 6.4 to obtain, obtain and to assist and cooperate with Buyer Acquirer to promptly obtain, all such authorizations, approvals and consents consents, including the obtaining of all necessary actions or non-actions, waivers, consents, clearances, approvals, and shall pay expirations or terminations of waiting periods from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid any associated filing fees payable by actions or proceedings by, any Governmental Entity, subject to the Company with respect to such authorizationslimitations described in Section 6.4. Each Selling Shareholder, approvals Subsidiary and consents. The the Company shall promptly inform Buyer Acquirer of any material communication between the Company such party and any Governmental Entity regarding any of the transactions contemplated herebyTransactions. If the Company, any Affiliate of the Company or any Subsidiary Selling Shareholder receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyTransactions, then the Company or such Selling Shareholder shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Each Selling Shareholder and the Company shall directnot, in its sole discretionwithout the prior written consent of Acquirer, the making of such response, but shall consider in good faith the views (A) permit any of the BuyerCompany Representatives to participate in any meeting with any Governmental Entity relating to the Transactions unless the Company consults with Acquirer in advance and, except to the extent prohibited or restricted by such Governmental Entity, grants Acquirer the opportunity to attend and lead the discussions at such meeting or (B) proffer, make proposals, negotiate, execute, carry out or submit to any agreements or orders providing for any actions that would constitute an Antitrust Restraint as defined in Section 6.4. (b) Buyer Within ten (10) days of the Agreement Date, Acquirer shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable Antitrust Law) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Entity that may be reasonably required (as determined by the Acquirer) in connection with the consummation of the Share Purchase and the other transactions contemplated by this AgreementTransactions. Buyer Acquirer shall use commercially reasonable best efforts as described in Section 6.4 to obtain all such authorizations, approvals and consents consents, including the obtaining of all necessary actions or non-actions, waivers, consents, clearances, approvals, and shall pay expirations or terminations of waiting periods from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an actions or proceedings by, any associated filing fees payable by Buyer with respect Governmental Entity, subject to such authorizations, approvals and consentsthe limitations described in Section 6.4. Buyer The Acquirer shall promptly inform the Company of any material communication between Buyer the Acquirer and any Governmental Entity regarding any of the transactions contemplated herebyTransactions. If Buyer Acquirer or any affiliate Affiliate of Buyer Acquirer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyTransactions, then Buyer Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall directSubject to applicable Legal Requirements relating to the exchange of information, Acquirer shall, in its sole discretion, the making of such response, but shall consider in good faith the views of consultation with the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have determine strategy with any obligation Governmental Entity relating to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; the Transactions and (ii) Buyer shall be under no obligation to make proposalsreview and approve in advance any filing, execute or carry out agreements or submit to orders providing for (1) the saleapplication, license notification or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or document to be submitted by the Company to any Governmental Entity under the HSR Act (other than the HSR Act Notification and Report Form) or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “other applicable Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Law.

Regulatory Approvals. (a) The Company Seller shall, and shall cause each Company Subsidiary of Seller to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. the consummation of the Share Purchase and the other transactions contemplated by this AgreementTransaction. The Company Seller shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Seller with respect to such authorizations, approvals and consents. The Company Seller shall promptly inform Buyer of any material communication between the Company Seller and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Seller or any Subsidiary affiliate of Seller receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Seller shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Seller shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this AgreementTransaction. Buyer shall use commercially reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company Seller of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanySeller. (c) Notwithstanding anything in this Agreement Seller and each Subsidiary of Seller shall use their best efforts to apply for all export licenses and other approvals (on substantially the terms set forth on Schedule 6.3(c)) required to consummate the Transaction under the applicable provisions of United States export control laws and regulations, including but not limited to the contraryExport Administration Act and implementing Export Administration Regulations. Buyer acknowledges that Seller shall apply for such export licenses and approvals and upon Seller’s request, if any administrative or judicial action or proceeding is instituted (or threatened Buyer shall use its best efforts to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed provide all materials and/or documentation necessary to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood obtain such export licenses and agreed that: approvals. Buyer shall also use its best efforts to (i) Buyer shall take all actions necessary to obtain such export licenses and approvals, including but not have limited to all actions requested by any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; Governmental Authority and (ii) Buyer shall be under no obligation to make proposalscomply with all terms, execute or carry out agreements or submit to orders providing for (1) the saleconditions, license or other disposition or holding separate (through the establishment of a trust or otherwise) restrictions and limitations of any assets or categories of assets of Buyer or any of its affiliates or and all such export licenses and approvals, and with the Company or its Subsidiaries, Export Administration Regulations. (2d) Seller shall file a notice concerning the imposition of any limitation or regulation Transaction with the Committee on Foreign Investment in the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or United States (3the “CFIUS”) under the holding separate of Exon-F▇▇▇▇▇ Amendment (the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust RestraintAmendment”). Nothing in * * * Confidential treatment has been requested for portions of this Section 6.3 shall limit a party’s right exhibit. The copy filed herewith omits the information subject to terminate the confidential request. Omissions are designated as * * *. A complete version of this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects exhibit has been filed separately with its obligations under this Section 6.3the Securities and Exchange Commission.

Regulatory Approvals. (a) The Company shallParent shall promptly (and in no event later than September 7, and shall cause each Company Subsidiary to, promptly 2018) execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Parent shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees (including filing fees payable in connection with filings under the HSR Act) payable by the Company Parent with respect to such authorizations, approvals and consents. The Company Parent shall promptly inform Buyer the Company of any material communication between the Company Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Parent or any Subsidiary Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement . In addition, whether or not the Merger is consummated, Parent shall pay all reasonable out-of-pocket fees and expenses related to Company’s response to any requests by a Governmental Authority under the contraryHSR Act, if or any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any other federal, state or foreign statuteslaw, rules, regulations, orders regulation or decrees that are decree designed to prohibit, restrict or regulate actions having for the purpose or effect of monopolization or restraint of trade (collectively, collectively “Antitrust Laws”) for additional information and documentary material relevant to the proposed Merger (a “Second Request”) or other information request from a Government Authority under Antitrust Laws (including, without limitation, legal fees and expenses, and fees and expenses associated with any consultants, accountants, economists or other professionals hired at the request of or directly by Parent or its outside counsel). Parent shall either pay such costs and expenses directly or reimburse the Company within 30 calendar days after receipt of an invoice (with reasonable supporting documentation) for the same. (b) Notwithstanding anything herein to the contrary but subject to Section 6.2(c), it is expressly understood and agreed that: Parent agrees to use commercially reasonable efforts to promptly resolve any objections relating to the consummation of the Merger as may be asserted under applicable Antitrust Laws, including promptly complying with any requests for additional information (including any Second Request) by any Governmental Authority. (c) Notwithstanding the other provisions of this Section 6.2, nothing contained in this Agreement shall require, or be construed to require, Parent or Merger Sub to (i) Buyer shall not have offer, negotiate, commit to or effect, by consent decree, hold separate, order or otherwise, the sale, divestiture, license or other disposition of any obligation to litigate particular assets or contest any administrative categories of assets or judicial action equity or proceeding businesses of Parent or any decreeof its Subsidiaries, judgmentor any assets, rights, products or businesses of Parent or any of its Subsidiaries, or any capital stock of Subsidiaries of Parent, or any other restrictions on the activities of Parent or any of its Subsidiaries or (ii) contest, defend or appeal any threatened or pending preliminary or permanent injunction or other order, whether temporarydecree or ruling or statute, preliminary rule, regulation or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on executive order that would adversely affect the ability of Buyer any party hereto to consummate the transactions contemplated hereby or take any of its affiliates other actions to freely conduct their business prevent the entry, enactment or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3promulgation thereof.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Parent may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consentsconsents (other than filing fees payable in connection with filings under the HSR Act which shall be paid by Parent per the HSR Act which shall be paid by Parent). The Company shall promptly inform Buyer Parent of any material communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and shall provide Parent reasonable advance notice of the nature and substance of any planned communication with any Governmental Authority. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall review any proposed response in advance with, and consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyParent. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license license, transfer or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or the Company or its Subsidiaries, (2) the discontinuation of any product or service of Acquiror or any of its Affiliates or the Company or any of its Subsidiaries, (3) the licensing or provision of any technology, software or other Intellectual Property of Acquiror or any of its Affiliates or the Company or any of its Subsidiaries to any Person, (4) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates Affiliates to freely conduct their business or own such their respective assets, or (35) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 5.4 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.35.4.

Regulatory Approvals. (a) The Company shall, Each of the Vendors and Flex USA shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under HSR or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, Authority which may be reasonably required, or which Buyer the Purchasers may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company Each Vendor and Flex USA shall use commercially reasonable efforts to obtain, and to cooperate with Buyer the Purchasers to promptly obtain, all such authorizations, approvals and consents and shall pay share equally with the Purchasers any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company a Vendor, Flex USA or any Subsidiary affiliate of a Vendor receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Vendor shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Vendor shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchasers. (b) Buyer The Purchasers and AMIS Parentco shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Authority which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer The Purchasers and AMIS Parentco shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay share equally with the Vendors any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer The Purchasers shall promptly inform the Company Vendors of any material communication between Buyer the Purchasers, AMIS Parentco and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer the Purchasers, AMIS Parentco or any affiliate of Buyer such entities receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer the Purchasers and/or AMIS Parentco shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer The Purchasers shall direct, in its their sole discretion, the making of such response, but shall consider in good faith the views of the CompanyVendors and Flex USA. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable diligent efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Acquiror nor any of its Subsidiaries or affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its Subsidiaries or affiliates or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its Subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase either Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. Buyer Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent with respect to such authorizations, approvals and consents. Buyer Parent shall promptly inform the Company Companies of any material communication between Buyer Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer Parent or any affiliate Affiliate of Buyer Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestrequest following consultation with the Companies. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates Subsidiaries or Affiliates or either Company, or the Company holding separately of the shares of capital stock of either Surviving Corporation or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any shares of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3either Surviving Corporation.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. Buyer Parent shall make all filings required of it under the HSR Act or other antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable and shall comply as soon as reasonably practicable and to the extent necessary with any formal or informal request under the HSR Act or other antitrust Laws for additional information, documents or other materials received from the Federal Trade Commission, Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent with respect to such authorizations, approvals and consents. Buyer Subject to applicable Laws and orders, Parent shall promptly inform the Company of any material communication between Buyer Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding Action is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Law, it is expressly understood and agreed thatthat neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and , or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates Subsidiaries or Affiliates (including the Surviving Corporation) or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shallIn furtherance and not in limitation of the terms of Section 6.3, each of the Company, any of its Subsidiaries and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer that Parent may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby. The Each of the Company and Parent shall use commercially its reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The To the extent permitted by applicable Law, each of the Company and Parent shall promptly inform Buyer the other of any material communication between the Company or Parent (as applicable) and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or Parent or any Subsidiary receives Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request; provided, however, that the Company or Parent (as applicable) shall provide the other with a reasonable opportunity to review such response prior to submission. The Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyerother. (b) Buyer shall promptly execute Without limiting the generality or effect of Section 6.4(a), each of the Company and fileParent shall, or join in as soon as practicable, make any initial filings required under the execution HSR Act and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Antitrust Laws in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable To the extent permitted by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretionapplicable Law, the making of such responseparties hereto shall consult and cooperate with one another, but shall and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Each of the CompanyCompany and Parent shall use its reasonable best efforts to take such actions as may be required to cause the expiration of the notice periods under any applicable Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement Agreement, it is expressly understood and agreed that (x) neither Parent nor the Company shall have any obligation to the contrary, if litigate any administrative or judicial action or proceeding is instituted (or threatened to that may be instituted) challenging any transaction brought in connection with the transactions contemplated by this Agreement as violative of any federalAgreement, state or foreign statutes, rules, regulations, orders or decrees that are designed and (y) Parent shall not be required to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have agree to any obligation to litigate or contest any administrative or judicial action or proceeding or any decreelicense, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) ), of shares of capital stock or of any business, assets or categories property of assets Parent, or of Buyer or any of its affiliates or the Company or its SubsidiariesAffiliates, (2) or the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates them to freely conduct their business businesses or to own or exercise control of such assets, properties and stock, or (3ii) the holding separate of the Company Shares take any action under Section 6.3, this Section 6.4 or any limitation or regulation on the ability other provision of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant if any Governmental Authority that has the authority to Section 8.1(b) if such party hasenforce any Antitrust Law seeks, until such dateor authorizes its staff to seek, complied in all material respects with its obligations under a preliminary injunction or restraining order to enjoin consummation of any transaction contemplated by this Section 6.3Agreement.

Regulatory Approvals. (a) The Company shall, and Acquirer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer the Company may reasonably request, in connection with the consummation of the Share Purchase Mergers and the other transactions contemplated by this Agreement. Acquirer shall use commercially reasonable efforts to obtain, and to cooperate with the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by Acquirer, the Final Surviving LLC or the Company with respect to such authorizations, approvals and consents. Acquirer shall promptly inform the Company of any material communication between Acquirer and any Governmental Entity regarding the Mergers or any other transaction contemplated by this Agreement. If Acquirer or any of its Affiliates receives any formal or informal request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (b) The Company shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Acquirer may reasonably request, in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquirer to promptly obtain, all such authorizations, approvals and consents and shall pay pay, subject to the provisions of Section 5.8, any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquirer of any material communication between the Company and any Governmental Entity regarding the Mergers or any of the transactions other transaction contemplated herebyby this Agreement. If the Company or any Subsidiary of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAcquirer. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative in violation of any federal, state or foreign statutes, rules, regulations, orders or decrees laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquirer shall not have any obligation to litigate or contest or remove any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquirer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquirer, the Company or any of its affiliates their respective Subsidiaries or the Company or its SubsidiariesAffiliates, (2B) the imposition of any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to freely conduct their business or own or exercise control of such assets, or (3C) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock, or (D) any other limitation on the complete and absolute authority of Acquirer to cause the Final Surviving LLC and each of its subsidiaries to operate its business and conduct its affairs as determined in Acquirer’s sole and absolute discretion (each of the foregoingrestraints or limitations referred to in clauses “(A)” through “(D)” above being referred to herein as, an “Antitrust Restraint”). Nothing in this Section 6.3 5.18 shall limit a partyAcquirer’s or the Company’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party Acquirer or the Company, as applicable, has, until such date, complied in all material respects with its obligations under this Section 6.35.18.

Regulatory Approvals. (a) The If not filed prior to the date of the Agreement, the Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in no later than two (2) Business Days following the execution and of this Agreement, make the initial filing of, any application, notification or other document that may be necessary in order to obtain required from the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, Company under the HSR Act in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreementhereby. Acquiror shall pay all filing fees associated with the above filings, applications, or notifications. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay approvals, clearances, consents, actions, or non-actions of any associated filing fees payable by Governmental Entity in connection with the above filings, applications, or notifications and, for further clarity, each of the Company and Acquiror shall request early termination of any waiting periods associated with respect to such authorizationsfilings, approvals and consentsapplications or notifications. The Company shall promptly inform Buyer Acquiror of any material communication between the Company (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Merger or the other transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views and input of the BuyerAcquiror. (b) Buyer If not filed prior to the date of the Agreement, Acquiror shall promptly execute and file, or join in no later than two (2) Business Days following the execution and of this Agreement, make the initial filing of, any application, notification or other document that is required in order to obtain from the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Company under the HSR Act in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreementhereby. Buyer Acquiror shall pay all filing fees associated with the above filings, applications, or notifications. Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay approvals, clearances, consents, actions, or non-actions of any associated filing fees payable by Buyer Governmental Entity in connection with respect to such authorizationsthe above filings, approvals and consentsapplications, or notifications. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate Affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views and input of the Company. (c) Notwithstanding anything in The Company and Acquiror shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the contraryextent permissible, if promptly furnish the other with copies of notices or other communications between the Company (including its representatives and counsel) or Acquiror (including its representatives, counsel and Subsidiaries), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. The Company and Acquiror shall keep each other timely appraised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Antitrust Law, to the extent permissible and shall use its commercially reasonable efforts to comply promptly with any such inquiry or request. The Company, on the one hand, and Acquiror, on the other hand, shall permit counsel for the other party reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other party in connection with, any proposed written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each of the Company, on the one hand, and Acquiror, on the other hand, agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) If any administrative or judicial action or proceeding (each a “Proceeding”) is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; permanent (each an “Order”) is entered or threatened to be entered, in each case challenging the consummation of the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Law, the parties shall use commercially reasonable efforts (including through litigation) to contest, avoid, vacate, modify, or suspend each such Proceeding or Order, including through litigation. Notwithstanding the foregoing, (i) in no event shall Acquiror be required to (and the Company shall not, without Acquiror’s consent): (x) propose, proffer to, commit to or effect, by consent decree, hold separate order or otherwise, the sale, lease, license, divestiture or other disposition of any assets, permits, rights, licenses, operations, businesses or interests therein of the Company, Acquiror or any of its Affiliates, or (y) otherwise take or commit to take any action that would limit the freedom of the Company, Acquiror or any of its Affiliates with respect to, or any of their ability to retain (without modification), any of their respective assets, permits, rights, licenses, operations, businesses or interests therein, and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing nothing in this Section 6.3 5.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.35.3.

Regulatory Approvals. (a) The Company shallIn furtherance and not in limitation of the terms of Section 5.4, each of the Company, any of its Subsidiaries and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent Consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer that Parent may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby. The Each of the Company and Parent shall use commercially its reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The To the extent permitted by applicable Laws, each of the Company and Parent shall promptly inform Buyer the other of any material communication between the Company or Parent (as applicable) and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or Parent or any Subsidiary receives Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyerother. (b) Buyer shall promptly execute and file, Notwithstanding the foregoing or join anything to the contrary set forth in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer , it is expressly understood and agreed that neither Parent nor Merger Sub shall use commercially reasonable efforts have any obligation to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if litigate any administrative or judicial action or proceeding is instituted (or threatened to that may be instituted) challenging any transaction brought in connection with the transactions contemplated by this Agreement as violative Agreement, and neither Parent nor any Affiliate of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Parent shall be under no obligation required to make proposalsagree to any license, execute or carry out agreements or submit to orders providing for (1) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) ), of shares of capital stock or of any business, assets or categories property of assets of Buyer Parent, the Company or any of its affiliates their respective Affiliates, or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates them to freely conduct their business businesses or to own or exercise control of such assets, or properties and stock. (3c) the holding separate of Parent shall, in consultation with the Company Shares and subject to Sections 5.5(a) and 5.5(b), determine strategy, lead all proceedings and coordinate all activities with respect to seeking any actions, consents, approvals or waivers of any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of Governmental Authority as contemplated hereby, and the Company Shares (and its Subsidiaries will take such actions as reasonably requested by Parent in connection with obtaining such consents, approvals or waivers. Notwithstanding Parent’s rights to lead all proceedings as provided in the prior sentence, Parent shall not require the Company to, and the Company shall not be required to, take any action with respect to any applicable antitrust law which would bind the Company or its Subsidiaries irrespective of whether the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Merger occurs.

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent or the Required Lenders may reasonably request and as soon as reasonably practicablemay be required by law to acquire any Governmental Approval or the consent, a response in compliance with such request. The Company shall directapproval, in its sole discretionregistration, qualification or authorization of any other Person deemed necessary or appropriate for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. (b) Buyer rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, each Obligor shall take any action which the Administrative Agent or join in the execution and filing of, any application, notification or other document that is required Required Lenders may reasonably request in order to obtain transfer and assign to the authorizationAdministrative Agent, approval or consent of any Governmental Entityto such one or more third parties as the Administrative Agent or the Required Lenders may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the other transactions contemplated continuance of an Event of Default, the Administrative Agent isor the Required Lenders are empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by this Agreementthe court. Buyer Upon the occurrence and continuance of an Event of Default, such Obligor shall further use commercially its reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Administrative Agent’s remedyand the Required Lender’s remedies at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary its Subsidiaries to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall, and shall cause its Subsidiaries to, make all filings required of it under the HSR Act or other antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable and shall comply as soon as reasonably practicable and to the extent necessary with any formal or informal request under the HSR Act or other antitrust Laws for additional information, documents or other materials received from the Federal Trade Commission, Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent and Merger Sub to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents; provided that Parent shall be responsible for the payment of 50% of the filing fees associated with any filing under the HSR Act. The Company shall promptly inform Buyer Parent of any material communication between any of the Company Acquired Companies and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If any of the Company Acquired Companies or any Subsidiary of their Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall, and shall directcause its Subsidiaries to, consult with and cooperate with Parent in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent advance of any such written or oral communication to any Governmental EntityAuthority. The Company shall, whether foreignand shall cause its Subsidiaries to, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizationsresolve questions or objections, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizationsif any, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAuthority. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable diligent efforts to obtain, and to cooperate with Buyer the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Acquiror nor any of its Subsidiaries or affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its Subsidiaries or affiliates or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its Subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, may be required by law to acquire any Governmental Approval deemed necessary or appropriate for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. (b) Buyer rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Obligor shall take any action which the execution and filing of, any application, notification or other document that is required Administrative Agent may reasonably request in order to obtain transfer and assign to the authorizationAdministrative Agent, approval or consent of any Governmental Entityto such one or more third parties as the Administrative Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the other transactions contemplated continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by this Agreementthe court. Buyer Upon the occurrence and continuance of an Event of Default, such Obligor shall further use commercially its reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement, Cactus Sub Ancillary Agreement or any Saguaro Sub Ancillary Agreement. Buyer Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent with respect to such authorizations, approvals and consents. Buyer Parent shall promptly inform the Company of any material communication between Buyer Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer Parent or any affiliate Affiliate of Buyer Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making request and provide a copy of such response, but shall consider in good faith the views of response to the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Parent nor any of its subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates subsidiaries or Affiliates or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shallDuring the continuance of an Event of Default, and shall cause each Company Subsidiary toDebtor will, at its expense, promptly execute and filedeliver, or join in cause the execution and filing delivery of, any applicationall applications, notification certificates, instruments, registration statements and all other documents and papers the Administrative Agent may reasonably request or other document that as may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required by applicable law in connection with the consummation obtaining of any consent, approval, registration, qualification or authorization of the Share Purchase FCC or of any other Governmental Authority or Person necessary or appropriate for the effective exercise of any rights under this Security Agreement or any other Fundamental Document. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Debtor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each FCC License, Permit, other similar right or license or other agreement. To enforce the provisions of this Section, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority or Person (as applicable) an involuntary transfer of control of each such FCC License, Permit, similar right or license or other agreement for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Debtor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if a Debtor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, each Debtor shall further use its best efforts to assist in obtaining approval of the FCC or other Governmental Authority or Person, if required, for any action or transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company Security Agreement or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyother Fundamental Document including, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretionwithout limitation, the making of such responsepreparation, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification with the FCC or other document that is required in order to obtain Governmental Authority or Person of the authorization, approval assignor's or consent transferor's portion of any Governmental Entity, whether foreign, federal, state, local application or municipal in connection with applications for consent to the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company assignment of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer FCC License, Permit, similar right or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition agreement or holding separate (through the establishment transfer of a trust control necessary or otherwise) appropriate under the rules and regulations of the FCC or other Governmental Authority or otherwise for the approval of the transfer or assignment of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate portion of the Company Shares Collateral, together with any FCC License, Permit, similar right or any limitation license or regulation on other agreement. Each Debtor acknowledges that the ability assignment or transfer of Buyer each FCC License, Permit, similar right or any of its affiliates license or other agreement is integral to exercise full rights of ownership the Administrative Agent's and Lenders' realization of the Company Shares (any value of the foregoingCollateral, an “Antitrust Restraint”). Nothing that there is no adequate remedy at law for failure by a Debtor to comply with the provisions of this Section and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agrees that each and every covenant contained in this Section 6.3 shall limit a party’s right may be specifically enforced, and each Debtor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Buyer and the Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Acquisition and the other transactions contemplated by this Agreement or any Buyer Ancillary Agreement. Buyer shall make all filings required of it under applicable antitrust laws with respect to the transactions contemplated hereby as promptly as reasonably practicable and shall comply as soon as reasonably practicable and to the extent necessary with any formal or informal request under applicable antitrust laws for additional information, documents or other materials received from the Governmental Authority acting pursuant to its antitrust authority. Each Party shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents consents, and Buyer and the Company shall pay equally split any associated filing fees payable by Buyer either of them with respect to such authorizations, approvals and consents. Buyer Each Party shall promptly inform the Company other Parties of any material communication between Buyer the initiating Party and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer Each Party shall use commercially reasonable efforts to resolve questions or any affiliate objections, if any, of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestAuthority. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Buyer nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Buyer, any of its affiliates Subsidiaries or Affiliates (including the Company) or the Company, or the holding separate of the Company Shares or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Shares.

Regulatory Approvals. (a) The Company shall, and Acquirer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under any applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. If Acquirer receives any formal or informal request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (b) The Company shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under any applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquirer may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquirer to promptly obtain, all such authorizations, approvals and consents and shall pay 50% of any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company and Acquirer shall promptly inform Buyer Acquirer of any material communication between the Company and Acquirer and any Governmental Entity regarding the Merger or any of the transactions other transaction contemplated herebyby this Agreement. If the Company or any Subsidiary of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then the Company and Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAcquirer. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative in violation of any federal, state or foreign statutes, rules, regulations, orders or decrees laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquirer shall not have any obligation to litigate or contest or remove any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquirer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquirer, the Company or any of its affiliates their respective Subsidiaries or the Company or its SubsidiariesAffiliates, (2B) the imposition of any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to freely conduct their business or own or exercise control of such assets, or (3C) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock, or (D) any other limitation on the complete and absolute authority of Acquirer to cause the Company and each of its Subsidiaries to operate its business and conduct its affairs as determined in Acquirer’s sole and absolute discretion (each of the foregoingrestraints or limitations referred to in clauses “(A)” through “(D)” above being referred to herein as, an “Antitrust Restraint”). Nothing in this Section 6.3 5.17 shall limit a partyAcquirer’s or Merger Sub and the Company’s right to terminate this Agreement pursuant to Section 8.1(b7.1(a)(ii) if such party Acquirer or the Company, as applicable, has, until such date, complied in all material respects with its obligations under this Section 6.35.17.

Regulatory Approvals. During the Pre-Closing Period: (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer that Acquirer may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquirer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquirer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated herebyby this Agreement. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquirer. (b) Buyer Acquirer shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, that may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquirer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquirer with respect to such authorizations, approvals and consents. Buyer Acquirer shall promptly inform the Company of any material communication between Buyer Acquirer and any Governmental Entity regarding any of the transactions contemplated herebyby this Agreement. If Buyer Acquirer or any affiliate Affiliate of Buyer Acquirer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then Buyer Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and shall cause each Company Subsidiary tofile the notifications required under the HSR Act and any applicable foreign antitrust laws or regulations (collectively, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, “Antitrust Laws”) in connection with the consummation Merger. Subject to Section 6.4(b), the Company and Parent shall (a) respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation, and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters, (b) use commercially reasonable efforts to take all other actions necessary to cause the expiration or termination of the Share Purchase applicable waiting periods under the Antitrust Laws as soon as practicable, and (c) use commercially reasonable efforts to resolve any objections which may be asserted by any Governmental Body with respect to the Merger under the Antitrust Laws. Parent and the other transactions contemplated by this AgreementCompany shall cooperate with respect to any proceedings or negotiations with any Governmental Body relating to any of the foregoing. The At the request of Parent, the Company shall use commercially reasonable efforts to obtaindivest, and sell, dispose of, hold separate or otherwise take or commit to cooperate with Buyer take any reasonable action relating to promptly obtainthe business, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer product lines or assets of any material communication between the Company and Acquired Corporation, provided that any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider action is (I) determined by Parent in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, to facilitate compliance with any Legal Requirement or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of request by any Governmental EntityBody, whether foreign, federal, state, local or municipal in connection with and (II) conditioned upon the consummation of the Share Purchase and Merger without any reduction in the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform Aggregate Transaction Value or the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause Merger Consideration to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Companyreceived by any Non-Dissenting Stockholder. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, Parent and Holdco shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of or provide Acquiror with all reasonable assistance in the execution or filing of, any application, notification or other document that is necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement including (i) filings under the HSR Act, (ii) competition filings required by foreign jurisdictions, and (iii) filings with respect to the request for a certificate of non-objection (Unbedenklichkeitsbescheinigung) issued by the German Ministry of Economics and Technology (Bundesministerium für Wirtschaft und Technologie) certifying that no concerns with respect to the public order or security of Germany pursuant to section 53 paragraph 3 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) arise from the Merger (the “German Non-Objection Certificate”). Parent and Holdco shall use commercially reasonable efforts to obtain, and to cooperate with Acquiror to promptly obtain, all such authorizations, approvals and consents and any associated filing fees shall be payable by Acquiror. Parent and Holdco shall promptly inform Acquiror of any material communication between Parent or Holdco and any Governmental Entity regarding any of the transactions contemplated hereby. If Parent, Holdco or any Affiliate of Parent or Holdco receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Parent and Holdco shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Parent and Holdco shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of Acquiror. (b) Acquiror shall promptly execute and file, join in the execution and filing of or provide Parent and Holdco with all reasonable assistance in the execution or filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this AgreementAgreement including (i) filings under the HSR Act, (ii) competition filings required by foreign jurisdictions, and (iii) filings with respect to the request for the German Non-Objection Certificate. The Company Acquiror shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer Parent and Holdco of any material communication between the Company Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary Affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerParent and Holdco. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Without limiting the generality of the foregoing, each party shall provide to the other party (or its respective advisors) upon request copies of all correspondence between such party and any Governmental Entity relating to the Merger. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meeting with a Governmental Entity regarding the Merger shall include representatives of Acquiror and the Company. Subject to applicable law, the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the Merger by or on behalf of any party. The foregoing provisions of this Section 5.4(c) shall not be applicable to the matters described in the following Section 5.4(d). (d) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or the Company or its SubsidiariesCompany, (2) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 5.4 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.35.4.

Regulatory Approvals. (a) The Company shall, and Each Seller shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required to the OCS or the Israeli Investment Center) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, request for the consummation of the Asset Purchase (including the OCS Approval and the consent of the Investment Center in connection with the consummation of the Share Purchase and the other transactions contemplated by this AgreementAsset Purchase). The Company Each Seller shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company such Seller with respect to such authorizations, approvals and consents. The Company Parent shall consult in advance and reasonably co-operate with Acquiror regarding all communications with the OCS. Each Seller shall promptly inform Buyer Acquiror of any material communication between the Company such Seller and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company a Seller or any Subsidiary affiliate of such Seller receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company such Seller shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Each Seller shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required to the OCS or Israeli Investment Center) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Asset Purchase and the other transactions contemplated by this Agreement (including the OCS Approval and the consent of the Investment Center in connection with the consummation of the Asset Purchase). Acquiror and Sellers shall use all reasonable efforts to obtain, as promptly as practicable after the date of this Agreement, the following consents and approvals, and any other consents and approvals that may be required pursuant to Israeli legal requirements in connection with the Asset Purchase: (i) the OCS Approval; and (ii) the Investment Center Approval. Buyer In this connection Acquiror shall provide to the OCS and the Investment Center any information, and shall execute any undertakings, customarily requested by such authorities as a condition to the OCS Approval or Investment Center Approval. Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents for the Asset Purchase and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company Parent of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyParent. (c) Notwithstanding anything in this Agreement to the contrary, if any consents and approvals that may be required pursuant to Israeli legal requirements in connection with the consummation of the Asset Purchase contain conditions that are not acceptable to Acquiror, or if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of may violate any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or the Company or its Subsidiariesany Purchased Assets, (2) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares Purchased Assets or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to exercise full rights of ownership of with respect to the Company Shares Purchased Assets (any of the foregoing, an “Antitrust Restraint”) (provided that any customary and standard forms of undertaking or right and obligation transfer declaration required to be given by Acquiror Sub with respect to compliance with the OCS Law for the purpose of obtaining the OCS Approval shall be deemed a condition that is acceptable to Acquiror and shall not constitute an Antitrust Restraint hereunder). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) Each of the Company and Subscriber made filings with respect to the purchase by Subscriber of the Subscribed Shares under the HSR Act on August 19, 2020. The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any other application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust Laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase and the other transactions Subscription contemplated by this Agreementhereby. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Subscriber to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer give Subscriber reasonable advance notice of any material communication between the Company and any Governmental Entity Authority regarding such filings, and, to the extent permitted by the applicable Governmental Authority, allow Subscriber to attend, to participate at, and to provide input into, any of meeting, telephone call or any other communication with any Governmental Authority with respect to any filing, investigation, possible resolution or commitment or other inquiring or proceeding related to the transactions contemplated herebyTransactions. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebySubscription, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall provide Subscriber with advance notice of such request and consult with and consider in good faith the views of the BuyerSubscriber in its response. (b) Buyer Subscriber shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust Laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Authority that may be reasonably required in connection with the consummation of the Share Purchase and the other transactions Subscription contemplated by this Agreementhereby. Buyer Subscriber shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer Subscriber shall promptly inform give the Company reasonable advance notice of any material communication between Buyer Subscriber and any Governmental Entity Authority regarding such filings, and, to the extent permitted by the applicable Governmental Authority, allow the Company to attend, to participate at, and to provide input into, any meeting, telephone call or any other communication with any Governmental Authority with respect to any filing, investigation, possible resolution or commitment or other inquiring or proceeding related to the Transactions. Prior to the date hereof, Subscriber has paid the filing fees for the notification filing required under the HSR Act for the purchase by Subscriber of the transactions contemplated herebySubscribed Shares. If Buyer Subscriber or any affiliate Affiliate of Buyer Subscriber receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyinvestment, then Buyer Subscriber shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Subscriber shall direct, in its sole discretion, the making of such response, but shall provide the Company with advance notice of such request and consider in good faith the views of the CompanyCompany in its response. (c) Notwithstanding anything to the contrary in this Agreement Agreement, neither Subscriber nor the Company shall be required to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or court action that may be instigated by any decree, judgment, injunction Governmental Authority or other order, whether temporary, preliminary Person seeking to enjoin or permanent; and otherwise prevent the consummation of the transactions contemplated by this Agreement or be required to enter into any consent decree or other agreement to avoid the commencement of such litigation or (ii) Buyer shall be under no obligation agree to make proposalshold separate, execute or carry out agreements or submit to orders providing for (1) the saledivest, license or other disposition or holding separate (through cause a third party to purchase any of the establishment of a trust or otherwise) of any assets or categories businesses of assets of Buyer the Company, Subscriber or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3respective Affiliates.

Regulatory Approvals. If the Golden Power Clearance is not obtained at the end of the proceedings launched with the submission of the Golden Power Pre-Filing and, in any event, within thirty (a30) The days after the submission of the Golden Power Pre-Filing, Buyer and the Company shall, by and shall cause each Company Subsidiary tono later than five (5) Business Days following, alternatively, (i) the expiry of a thirty (30) day period since the submission of the Golden Power Pre-Filing, or (ii) the date of the receipt of the notice of completion of the proceedings launched with the submission of the Golden Power Pre-Filing issued by the Golden Power Authority (whichever occurs sooner), promptly execute and file, or join in the execution and filing of, of the Golden Power Filing as well as any other application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, provincial, local or municipal (including to the extent required under any laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade), which may be required in connection with the consummation of the Share Purchase Closing, at Buyer’s sole cost and the other transactions contemplated by this Agreementexpense. Buyer shall use commercially reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consentsconsents as promptly as reasonably practicable and cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated herebyTransactions and permit Company and its Representatives (including outside counsel) to review any communication given by it to, and consult with in advance of any meeting or conference with, any Governmental Authority, and to the extent permitted by such Governmental Authority, give Representatives of Company the opportunity to attend and participate in such meetings and conferences (or, in the event any of Company’s Representatives are prohibited from participating in or attending any such meetings or conferences, Buyer shall keep Company and its Representatives promptly and reasonably apprised with respect thereto). If Buyer or any affiliate Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyTransactions, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestrequest following consultation with the Company. Buyer If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the Transactions, whether prior to the Closing or after the Closing, each Party shall direct, in its sole discretion, the making arrange for Representatives of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement Party to be present for such hearing or meeting. If any objections are asserted with respect to the contrary, Transactions under any Applicable Law or if any administrative or judicial action or proceeding Legal Proceeding is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any transaction of the Transactions contemplated by this Agreement or any Ancillary Agreements as violative of any federalApplicable Law or which would otherwise prevent, state materially impede or foreign statutesmaterially delay the consummation of the Transactions, rulesthe Parties shall use their commercially reasonable efforts to resolve any such objections or Legal Proceedings so as to timely permit consummation of the Transactions, regulationsincluding in order to resolve such objections or Legal Proceedings which, orders in any case if not resolved, could reasonably be expected to prevent, materially impede or decrees that are designed materially delay the consummation of the Transactions. In the event any Legal Proceeding is instituted (or threatened to prohibitbe instituted) by a Governmental Authority or private Person challenging the Transactions, restrict the Parties shall, and shall cause their respective Representatives to, cooperate in all respects with each other and use their respective reasonable best efforts to contest and resist any such Legal Proceeding and to have vacated, lifted, reversed or regulate actions having the purpose or effect of monopolization or restraint of trade (collectivelyoverturned any judgment, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgmentinjunction, injunction rule or other order, whether temporary, preliminary or permanent; , that is in effect and (ii) that prohibits, prevents or restricts consummation of the Transactions. The Shareholders shall, and shall cause the Company to, cooperate with and provide the Buyer shall be under no obligation with the information and documents relating to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on Shareholders as may be reasonably and in good faith requested by the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) for the holding separate preparation of the Company Shares notifications, filings or submissions with the Governmental Authorities or to satisfy any limitation or regulation on additional request by the ability of Buyer or any of its affiliates to exercise full rights of ownership of Governmental Authorities. The Shareholders further shall, and shall cause the Company Shares (to, provide the Governmental Authorities as soon as reasonably practicable with any of additional information, data, materials and documentation that they may request directly, while informing and cooperating with the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Buyer before their submission.