Common use of Regulatory Filings Clause in Contracts

Regulatory Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. (a) Each of Parent Parent, Merger Sub and Acquisition Sub the Company shall coordinate and cooperate with one another and shall each use reasonable efforts to (and their respective AffiliatesA) take, if applicable)or cause to be taken, on the one handall appropriate actions, and do or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements or otherwise to consummate the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement Merger and the transactions contemplated hereby as promptly as practicable, (B) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made to avoid any action or proceeding by any Governmental Entity (including without limitation, those in connection with the HSR Act as soon as reasonably practicable from Act) in connection with the date following authorization, execution and delivery of this Agreement but and the consummation of the Merger and the transactions contemplated hereby, (C) make, or cause to be made, the applications and filings required to be made under the HSR Act or any other applicable Legal Requirements in no connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby (including without limitation, under the Exchange Act and any other applicable federal or state Legal Requirements), and to pay any fees due of it in connection with such applications or filings, as promptly as is reasonably practicable, and in any event later than within ten (10) Business Days following after the execution and delivery of this Agreementdate hereof, and (yD) file comparable pre-merger or post-merger notification filings, forms and submissions comply at the earliest practicable date with any foreign Governmental Authority that is required request under the HSR Act and any such other Legal Requirements for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Antitrust Laws as soon as reasonably practicable from Governmental Entity in connection with such applications or filings or the date following execution Merger and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreementtransactions contemplated hereby. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other will cause all documents that it is responsible for filing with any information that may be required Governmental Entity under this Section 5.6(a) to comply in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the material respects with all applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the MergerLegal Requirements.

Regulatory Filings. (a) Each In furtherance and not in limitation of Parent and Acquisition Sub (and their respective Affiliatesthe foregoing Section 6.3, if applicable), on the one hand, each of Buyer and the Company, on the other hand, shall (x) file with the FTC Sellers undertakes and the Antitrust Division agrees to make or cause to be made an appropriate filing of the DOJ a Notification notification and Report Form relating report form pursuant to this Agreement and the transactions contemplated hereby as required by the HSR Act (the “HSR Filing”) and any other filings pursuant to any other applicable Antitrust Law listed in Section 6.4 of the Company Disclosure Schedule with respect to the Contemplated Transactions (together with the HSR Filing, the “Antitrust Filings”) as soon promptly as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than (provided that any HSR Filings will be made within ten (10) Business Days following from the execution and delivery of this Agreement). Any filing fees associated with the HSR Filing or any other Antitrust Filings shall be paid by Buyer. Upon the Sellers’ request, the Parties shall request early termination of any applicable waiting period under the HSR Act. Each of Buyer and the Companies shall (i) subject to applicable Law and provided that materials may be redacted as necessary to comply with contractual arrangements and as necessary to address reasonable privilege or confidentiality concerns, furnish to outside antitrust counsel for the other Party as promptly as reasonably practicable all information required for any Antitrust Filing to be made by the other Party pursuant to any applicable Law in connection with the Contemplated Transactions, (ii) respond as promptly as practicable to any inquiries received from any Governmental Authority in connection with such Antitrust Filings or with respect to the Contemplated Transactions, and (yiii) file comparable pre-merger respond as promptly as practicable to any request for additional information or post-merger notification filingsdocumentary material issued pursuant to the HSR Act or any formal or informal request pursuant to any other applicable Antitrust Law from any Governmental Authority. In furtherance and not in limitation of the foregoing, forms each of Buyer, Sellers and submissions with the Companies shall use its reasonable best efforts to (A) resolve, avoid, or eliminate any foreign impediment or objection, if any, under any Antitrust Law that may be asserted by any Governmental Authority with respect to the Contemplated Transactions, or (B) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, Order or judgment that is required by any other Antitrust Laws as soon as reasonably practicable from would prevent, prohibit, restrict or delay the date following execution and delivery consummation of this Agreement the Contemplated Transactions, so to enable the parties hereto to close the Contemplated Transactions expeditiously (but in no event later than ten (10) Business Days following after the execution Termination Date). Notwithstanding anything in this Agreement to the contrary, Buyer and delivery of this Agreement. Each of Parent its Affiliates shall have no obligation to, and Sellers, the Companies and the Company Subsidiaries and their respective Affiliates shall (i) cooperate and coordinate with the other not, take any action that, individually or in the making of such filingsaggregate, (ii) supply the other with any information that may would reasonably be required expected to result in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergera Burdensome Condition.

Regulatory Filings. (ai) Each Without limiting the generality of Parent the parties’ undertakings pursuant to Section 6.2(a) and Acquisition Sub Section 6.2(b), each party hereto shall (and their respective Affiliatesthe Sellers shall cause the Company to): (i) make, if applicable)or cause to be made, on the one handregistrations, filings and submissions required of it or any of its Affiliates under the Company, on the other hand, shall (x) file HSR Act in connection with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Transactions as promptly as practicable (but in any event no later than five (5) Business Days) following the date of this Agreement; (ii) make, or cause to be made, the registrations, filings and submissions (if any) required of it or any of its Affiliates under any other applicable Antitrust Laws in connection with this Agreement and the Transactions as promptly as practicable (but in any event no later than five (5) Business Days) following the date of this Agreement; (iii) comply at the earliest practicable date and after consultation with the Sellers’ Representative or Purchaser, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Entity in connection with any registrations, filings or submissions required under the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other applicable Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten Laws; (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (iiv) cooperate and coordinate with the other parties (including furnishing all necessary information and reasonable assistance as any other party may reasonably request) in the making of such filings, (ii) supply the other connection with any information that may be registrations, filings or submissions required under the HSR Act or any other applicable Antitrust Laws and in order connection with resolving any investigation or other inquiry concerning the Transactions initiated by any Governmental Entity; and (v) use commercially reasonable efforts to make such filings, (iii) supply any additional information that reasonably may be required or requested by secure the FTC, the DOJ or the Governmental Authorities early termination of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of any clearances, approvals, or confirmations from Governmental Entities in other countries in which any registrations, filings or submissions pursuant to any applicable Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable have been made to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to extent required in connection with the consummation of the Offer Transactions at the earliest possible date. Each party hereto shall promptly inform the other parties of any communication (whether oral or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJwritten) made to, or received by, such party from any other Governmental Authority Entity regarding any of the Transactions, and promptly provide a copy of any such written communication, or Person may assert under a written summary of any applicable Antitrust Laws with respect such oral communication, to the Offer and/or the Merger.other parties. 58

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (shall, and shall cause their respective AffiliatesAffiliates to, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, Agreement and (y) file comparable any pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other applicable Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but and in no any event later than ten (10) Business Days following before the execution and delivery expiration of this Agreementany applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such notification filing is required to be made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (shall, and shall cause their respective AffiliatesAffiliates to, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division applicable Governmental Authority in each of the DOJ a Notification and Report Form relating to this Agreement and jurisdictions listed on Section 8.1(b) of the transactions contemplated hereby Company Disclosure Letter, the notifications as required by the HSR Act their respective Antitrust Laws, in each case as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger pre‑merger or post-merger post‑merger notification filings, forms and submissions with any foreign other Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but and in no any event later than ten (10) Business Days following before the execution and delivery expiration of this Agreementany applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ DOJ, the Israeli Anti-Trust Authority (“IAA”) or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, the IAA or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. (a) Each In furtherance and not in limitation of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one handobligations of the parties set forth in Section 5.4, and subject thereto, as soon as may be reasonably practicable the Company, on the other hand, Company and Parent each shall file (xi) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating with the Federal Trade Commission and the United States Department of Justice pursuant to this Agreement and the HSR Act with respect to the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, including the Merger and (yii) file comparable any appropriate pre-merger or post-merger notification filings, forms and submissions with notifications under the antitrust Legal Requirements of any foreign Governmental Authority that is required by any other Antitrust Laws as soon jurisdiction, as reasonably practicable from agreed by the date following execution parties to be appropriate. The Company and delivery of this Agreement but in no event later than ten Parent each shall promptly (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (iia) supply the other with any additional information and documentary material that may be requested pursuant to the HSR Act which may be required in order to make effectuate such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, filings and (iv) use reasonable best efforts to take all action other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicablepracticable and (b) supply any additional information, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as which reasonably may be necessary required by the competition or merger control authorities of any other jurisdiction and which the parties reasonably agree to resolve such objectionsbe appropriate; provided, if anyhowever, as that Parent shall not be required to agree to any divestiture by Parent or the FTCCompany or any of Parent’s Subsidiaries or Affiliates of shares of capital stock or of any business, assets or property of Parent or its Subsidiaries or Affiliates or of the DOJCompany or its Affiliates, or the imposition of any other limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Authority or Person may assert under Entity relating to any applicable Antitrust Laws with respect of the foregoing, provided that Parent shall afford the Company a reasonable opportunity to the Offer and/or the Mergerparticipate therein.

Regulatory Filings. Each of the parties hereto shall coordinate and cooperate with one another and shall each use best efforts to comply with, and shall each refrain from taking any action that would impede compliance with, all Legal Requirements, and, as promptly as practicable after the date hereof, each of the parties hereto shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Governmental Entity in connection with the Transaction and the transactions contemplated hereby, as well as the Merger and the transactions contemplated in connection therewith, including, without limitation: (a) Each of Parent Notification and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file Report Forms with the FTC United States Federal Trade Commission and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby United States Department of Justice as required by the HSR Act (it being understood that Parent shall bear the full cost of the fees relating to such filing), with the Committee on Foreign Investment in the United States as soon as reasonably practicable from may be deemed appropriate under the date following execution and delivery Exon-Xxxxxx Amendment to Section 721 of this Agreement but the Defense Production Act of 1950, (b) any other filing or registration necessary to obtain any material consent, authorization or approval or otherwise required or advisable to consummate the Transaction or any of the transactions contemplated hereby, or the Merger or any of the transactions contemplated in no event later than ten connection therewith, (10c) Business Days following the execution and delivery of this Agreement, and (y) file filings under any other comparable pre-merger or post-notification forms required by the merger notification filingsor control laws of any applicable jurisdiction, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested agreed by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Lawsparties hereto, and (ivd) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods any filings required under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTCSecurities Act, the DOJExchange Act, any applicable state or securities or “blue sky” laws and the securities laws of any foreign country, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect Legal Requirement relating to the Offer and/or the MergerTransaction. Each party shall cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.12.1 to comply in all material respects with all applicable Legal Requirements.

Regulatory Filings. (a) Each of Parent Parent, Merger Sub and Acquisition Sub (the Company shall coordinate and their respective Affiliates, if applicable), on the cooperate with one handanother and shall each use all reasonable efforts to comply with, and shall each refrain from taking any action that would impede compliance with, or delay satisfaction of, all Legal Requirements, and as promptly as practicable after the Companydate hereof, on each of Parent, Merger Sub and the Company shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other hand, shall (x) file documents required by any Governmental Authority in connection with the FTC Merger and the transactions contemplated hereby, including, without limitation: (i) Notification and Report Forms with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby United States Department of Justice (“DOJ”) as required by the HSR Act as soon as reasonably practicable and responses to requests for additional information and documentary material from the date following execution FTC and delivery of this Agreement but in no event later than ten the DOJ, which shall be made within three (103) Business Days following after the execution and delivery date of this Agreement, and (yii) file filings under any other comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required reasonably determined by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company to be required by the merger notification or control laws of any applicable jurisdiction, as agreed by the parties hereto and (iii) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” laws and the securities laws of any foreign country, or any other Legal Requirement relating to the Merger. Each of Parent, Merger Sub and the Company will cause all documents that it is responsible for filing with any Governmental Authority under this Section 5.4(a) to comply in all material respects with all applicable Legal Requirements. Parent, Merger Sub and the Company each shall (i) cooperate and coordinate with the other in the making of such filings, (ii) promptly supply the other with any information that may be required in order to make effectuate any filings or application pursuant to this Section 5.4(a). The Company and Parent shall, to the extent permitted by applicable Legal Requirements, promptly provide the other with copies of all filings made by such filings, (iii) supply party or any additional information that reasonably may be required or requested by the FTCof its Subsidiaries with any Governmental Entity in connection with this Agreement, the DOJ or Merger and the Governmental Authorities transactions contemplated hereby, other than the portions of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable filings that include confidential information not directly related to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergertransactions contemplated hereby.

Regulatory Filings. EXCO and ESAS shall, and shall cause their respective Affiliates to (a) Each make or cause to be made the filings required of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on such Party or any of its Affiliates under any Laws with respect to the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to transactions contemplated by this Agreement and the transactions contemplated hereby to pay any fees due by such Party in connection with such filings, as required by the HSR Act promptly as soon as is reasonably practicable from the date following execution practicable, and delivery of this Agreement but in no any event later than within ten (10) Business Days following after the Execution Date (other than (1) the Proxy Statement, which EXCO shall use its commercially reasonable efforts to file as promptly as practicable after execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but and in no any event later not more than ten thirty (1030) Business Days following days after the execution Execution Date in accordance with Section 5.9 or (2) under the HSR Act, which the Parties shall use commercially reasonable efforts to file as and delivery of this Agreement. Each of Parent and when required under the Company shall HSR Act), (ib) cooperate and coordinate with the other Parties and furnish all information in the making of such Party’s possession that is necessary in connection with such other Party’s filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (ivc) use commercially reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable notice or waiting periods under the HSR Act or other Antitrust Laws as soon as practicableand, and to obtain any required consents under if applicable, any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or transactions contemplated by this Agreement as promptly as is reasonably practicable, (d) promptly inform the Mergerother Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (e) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and proceedings with Governmental Authorities relating to such filings, including, subject to applicable Law, permitting the other Party to review in advance any proposed written communication between it and any Governmental Authority, (f) comply, as promptly as is reasonably practicable, with any requests of any Governmental Authority received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials, (g) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement, and (h) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as in violation of any Law. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to such filings or the transactions contemplated by this Agreement (other than any meetings or discussions with the SEC), it will give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. Notwithstanding anything to the contrary set forth herein, in no event shall any Party be required to make any payment, other than filing fees, to such Governmental Authority or concede anything of value, other than such payments or concessions that are de minimis in nature and do not exceed $100,000 in value, in the aggregate, to obtain any such consent, approval or waiver; provided, however, that if any Party is required to make a payment or concession in excess of the forgoing, the other Party may, to the extent possible, elect to make a substitute payment or concession on the first Party’s behalf. No Party shall voluntarily extend any waiting period under the HSR Act or any competition/investment Law or enter into any agreement with any Governmental Authority to delay or not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties (such consent not to be unreasonably withheld, conditioned or delayed).

Regulatory Filings. (a) Each of Parent Parent, Merger Sub 1 and Acquisition Sub the Company shall coordinate and cooperate with one another and shall each use reasonable efforts to (and their respective AffiliatesA) take, if applicable)or cause to be taken, on the one handall appropriate actions, and the Companydo or cause to be done, on the other handall things necessary, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating proper or advisable under applicable Legal Requirements or otherwise to this Agreement consummate Merger 1 and the transactions contemplated hereby as promptly as practicable, (B) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made to avoid any action or proceeding by any Governmental Entity (including those in connection with the HSR Act as soon as reasonably practicable from Act) in connection with the date following authorization, execution and delivery of this Agreement but and the consummation of Merger 1 and the transactions contemplated hereby, (C) make, or cause to be made, the applications and filings required to be made under the HSR Act or any other applicable Legal Requirements in no connection with the authorization, execution and delivery of this Agreement and the consummation of Merger 1 and the transactions contemplated hereby (including under the Exchange Act and any other applicable federal or state Legal Requirements), and to pay any fees due of it in connection with such applications or filings, as promptly as is reasonably practicable, and in any event later than within ten (10) Business Days following after the execution and delivery of this Agreementdate hereof, and (yD) file comparable pre-merger or post-merger notification filings, forms and submissions comply at the earliest practicable date with any foreign Governmental Authority that is required request under the HSR Act and any such other Legal Requirements for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Antitrust Laws as soon as reasonably practicable from Governmental Entity in connection with such applications or filings or Merger 1 and the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreementtransactions contemplated hereby. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other will cause all documents that it is responsible for filing with any information that may be required Governmental Entity under this Section 5.6(a) to comply in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the material respects with all applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the MergerLegal Requirements.

Regulatory Filings. Each of the parties hereto shall coordinate and cooperate with one another and shall each use best efforts to comply with, and shall each refrain from taking any action that would impede compliance with, all Legal Requirements, and, as promptly as practicable after the date hereof, each of the parties hereto shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Governmental Entity in connection with the Transaction and the transactions contemplated hereby, as well as the Merger and the transactions contemplated in connection therewith, including, without limitation: (a) Each of Parent Notification and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file Report Forms with the FTC United States Federal Trade Commission and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby United States Department of Justice as required by the HSR Act (it being understood that Parent shall bear the full cost of the fees relating to such filing), with the Committee on Foreign Investment in the United States as soon as reasonably practicable from may be deemed appropriate under the date following execution and delivery Exon-Fxxxxx Amendment to Section 721 of this Agreement but the Defense Production Act of 1950, (b) any other filing or registration necessary to obtain any material consent, authorization or approval or otherwise required or advisable to consummate the Transaction or any of the transactions contemplated hereby, or the Merger or any of the transactions contemplated in no event later than ten connection therewith, (10c) Business Days following the execution and delivery of this Agreement, and (y) file filings under any other comparable pre-merger or post-notification forms required by the merger notification filingsor control laws of any applicable jurisdiction, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested agreed by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Lawsparties hereto, and (ivd) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods any filings required under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTCSecurities Act, the DOJExchange Act, any applicable state or securities or “blue sky” laws and the securities laws of any foreign country, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect Legal Requirement relating to the Offer and/or the MergerTransaction. Each party shall cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.12.1 to comply in all material respects with all applicable Legal Requirements.

Regulatory Filings. Subject to the terms and conditions of this Agreement, each party shall use Reasonable Efforts to (a) Each of Parent take, or cause to be taken, all actions and Acquisition Sub to do, or cause to be done, all things necessary under applicable Laws to consummate the transactions contemplated by this Agreement; (b) if required or requested, file such applications and their respective Affiliatesdocuments as may be required with any Governmental or Regulatory Authority, if applicable)any, on with consent or approval rights as to or over the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division transfer of the DOJ Acquired Assets to Purchaser; (c) if required, file a Notification and Report Form relating pursuant to this Agreement and the HSR Act with respect to the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten within five (105) Business Days following after Purchaser is selected as the execution Successful Bidder, if applicable, pursuant to the Bidding Procedures Order; (d) supply as promptly as practicable any additional information and delivery documentary material that may be requested or required by any Governmental or Regulatory Authority having rights of this Agreementconsent or approval over or regarding the transfer of the Acquired Assets to Purchaser, including pursuant to any Antitrust Law, including the HSR Act, and (ye) file comparable pre-merger or post-merger notification filingsif applicable, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or Act, any other Antitrust Laws Law or any other state, federal or local law, regulation or designation as soon as practicable. In furtherance of and without limiting the generality of the foregoing, the parties hereto will use their respective Reasonable Efforts to (i) prepare, as soon as is practicable following the execution of this Agreement, all necessary filings in connection with the transactions contemplated by this Agreement that may be required to be filed by such party with any other relevant Governmental or Regulatory Authority, (ii) submit such filings as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable but in no event later than five (5) Business Days after Purchaser is selected as the Successful Bidder, if applicable, pursuant to the Offer and/or Bidding Procedures Order, (iii) assure that all such filings are in material compliance with the Merger requirements of applicable regulatory Laws, (iv) make available to the other parties such information as the other parties may reasonably request in order to complete the filings or to respond to information requests by any relevant Governmental or Regulatory Authority, (v) take all actions necessary to cause all conditions set forth in Article IX to be satisfied as soon as practicablepracticable and (vi) execute and deliver any additional instruments reasonably requested and necessary to fully carry out the purposes of this Agreement. Except as set forth in Section 12.13, each party hereto shall bear its own fees, costs and to avoid all other expenses associated with any impediment filings or consents with or from any third party in connection with or otherwise related to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergertransactions contemplated hereby.

Regulatory Filings. (a) Each From the date of Parent this Agreement until the Closing, each of Buyer and Acquisition Sub (Seller shall, and shall cause their respective AffiliatesAffiliates to, if applicable(i) as promptly as reasonably practicable but no later than five (5) Business Days after the date hereof, use commercially reasonable efforts to make or cause to be made the filings required of such party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and to pay any fees due of it in connection with such filings (such fees to be borne by the Party making such filing), on including the one hand, filing of Notification and Report Forms under the Company, on the other hand, shall (x) file HSR Act with the FTC Federal Trade Commission (the “FTC”) and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and Department of Justice (the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other “Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filingsDivision”), (ii) supply cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with any information that may be required in order to make such other Party’s filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use commercially reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable notice or waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or transactions contemplated by this Agreement as promptly as is reasonably practicable, (iv) promptly inform the Mergerother Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (vi) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials, (vii) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement and (viii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to observe, such meeting.

Regulatory Filings. (ai) Each Without limiting the generality of Parent the parties’ undertakings pursuant to Section 5.2(a) and Acquisition Sub (and their respective Affiliates, if applicableSection 5.2(b), on each party hereto shall: (i) make, or cause to be made, the one handregistrations, filings and submissions required of it or any of its Affiliates under the Company, on the other hand, shall (x) file HSR Act in connection with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Transactions as promptly as practicable (but in any event no later than three (3) Business Days) following the date of this Agreement; (ii) make, or cause to be made, the registrations, filings and submissions (if any) required of it or any of its Affiliates under any other applicable Antitrust Laws in connection with this Agreement and the Transactions as promptly as practicable (but in any event no later than five (5) Business Days) following the date of this Agreement; (iii) comply at the earliest practicable date and after consultation with the Sellers’ Representative or Purchaser, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Entity in connection with any registrations, filings or submissions required under the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other applicable Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten Laws; (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (iiv) cooperate and coordinate with the other parties (including furnishing all necessary information and reasonable assistance as any other party may reasonably request) in the making of such filings, (ii) supply the other connection with any information that may be registrations, filings or submissions required under the HSR Act or any other applicable Antitrust Laws and in order connection with resolving any investigation or other inquiry concerning the Transactions initiated by any Governmental Entity; and (v) use commercially reasonable efforts to make such filings, (iii) supply any additional information that reasonably may be required or requested by secure the FTC, the DOJ or the Governmental Authorities early termination of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of any clearances, approvals, or confirmations from Governmental Entities in other countries in which any registrations, filings or submissions pursuant to any applicable Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable have been made to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to extent required in connection with the consummation of the Offer Transactions at the earliest possible date. Each party hereto shall promptly inform the other parties of any communication (whether oral or written) made to, or received by, such party from any Governmental Entity regarding any of the Merger Transactions, and promptly provide a copy of any such written communication, or a written summary of any such oral communication, to the other parties. Purchaser will shall timely pay any filing fees assessed under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, HSR Act or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the MergerLaws.

Regulatory Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten five (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (105) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. (a) Each of Parent Buyer, Merger Sub and Acquisition Sub (and their respective Affiliates, if applicable), on the one handCompany agree to make, and to cause their Affiliates to make, any necessary filings under the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Hxxx-Xxxxx-Xxxxxx Act as soon as practicable and no later than three Business Days after the date hereof. Each Party shall, and shall cause its Affiliates to, comply at the earliest reasonably practicable from date with any request under the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this AgreementHxxx-Xxxxx-Xxxxxx Act to provide information, documents or other materials requested by any Governmental Authority. Buyer shall, and (y) file comparable pre-merger or post-merger notification filingsshall cause its Affiliates to, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate use their commercially reasonable efforts to resolve prior to the End Date any objections asserted by any Governmental Authority with respect to this Agreement or the Transactions and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action actions necessary to cause the obtain termination or expiration or termination of the applicable waiting periods period and all requisite clearances and approvals under the HSR Hxxx-Xxxxx-Xxxxxx Act or other (the “Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable Condition”) prior to the Offer and/or the Merger as soon as practicableEnd Date, and to avoid in each case, including by opposing any impediment to motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of the Offer Transactions and otherwise resolving any objections asserted by any Governmental Authority with respect to this Agreement or the Merger under any Antitrust LawsTransactions, including using reasonable best by divesting or holding separate of any assets or voting securities, terminating or modifying any existing relationships or contractual rights, limiting conduct or actions to be taken after the Closing or entering into a consent decree order requiring the divestiture, licensing or holding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. Buyer shall control the regulatory process in all respects; provided, however, that Buyer shall, and shall cause its Affiliates to coordinate and cooperate with the Company in connection with its efforts to take satisfy the Antitrust Conditions, including (A) cooperating in all respects with the Company in connection with any investigation or other inquiry, (B) keeping the Company promptly informed of any material communication received by Buyer or any of its Affiliates from any Governmental Authority, including the Federal Trade Commission or U.S. Department of Justice or similar foreign Governmental Authority, regarding any of the Transactions, (C) providing the Company and its advisors with a reasonable opportunity to (x) review and approve the content of any communication, presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such action as reasonably may be necessary submission, (y) consult with Buyer prior to resolve any meeting or conference with any Governmental Authority, and (z) to the extent permitted by such objectionsGovernmental Authority, if anyattend and participate in such meetings or conferences, (D) providing such other information and assistance as the FTCCompany may reasonably request in connection with the foregoing, and (E) considering in good faith suggestions from the DOJCompany regarding the regulatory process. The Company shall, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws and shall cause its Affiliates to, reasonably cooperate with Buyer with respect to the Offer and/or Antitrust Condition, provide Buyer with copies of any correspondence received from a Governmental Authority in that regard and not participate in any ex parte communications with any Governmental Authority with respect to the MergerAntitrust Condition. Buyer shall be responsible for the payment of all filing fees under the Hxxx-Xxxxx-Xxxxxx Act.

Regulatory Filings. In furtherance and not in limitation of the covenants of the Parties contained in this Section 5.3, each of the Parties (other than the Holders’ Representative) shall (a) as promptly as practicable (but not later than five (5) days after the date hereof) make and effect all required filings and submissions under the HSR Act, (b) as promptly as practicable (but not later than five (5) Business Days after the date hereof) make and effect all required filings and submissions, if any, required under the Antitrust Laws set forth on Section 5.3.2 of the Disclosure Schedule and (c) as promptly as practicable provide all information requested by any Governmental Authority under applicable Law in connection with the Transactions. Each of Parent the Parties shall, subject to applicable Laws, promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the Transactions (including the Merger) and Acquisition Sub shall, subject to applicable Laws, permit the other Parties to review in advance any proposed communication by such Party to any Governmental Authority with respect to such matters and consider in good faith any comments promptly received from the other Parties with respect thereto. No Party shall agree to participate in any meeting, discussion or call with any Governmental Authority in respect of any filing, investigation or other inquiry relating to the Transactions (including the Merger) unless it consults with the other Parties in advance and to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate in such meeting, discussion or call. Subject to applicable Laws, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties reasonably request in connection with the foregoing. Subject to applicable Laws, the Parties shall promptly provide each other with copies of all correspondence, filings or communications between them or any of their respective Affiliates, if applicable)authorized Representatives, on the one hand, and the Companyany Governmental Authority or members of its staff, on the other hand, shall with respect to the Transactions (x) file with including the FTC Merger). Notwithstanding anything in this Section 5.3.2 to the contrary, each Party may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Antitrust Division of the DOJ a Notification other Parties under this Section 5.3.2 as “outside counsel only” and Report Form relating may redact materials as necessary to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filingsremove references concerning valuation, (ii) supply the other comply with any information that may be required in order to make such filings, contractual arrangements or (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act address legal privilege or other Antitrust Laws as soon as practicableconfidentiality concerns. All filing fees payable in connection with the notifications, and to obtain any required consents under any filings, registrations, submissions or other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may materials contemplated by this Section 5.3.2 shall be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergerpaid entirely by Parent.

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (xi) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than within ten (10) Business Days calendar days following the execution and delivery of this Agreement, and (yii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is are required by any the other applicable Antitrust Laws as soon as reasonably practicable from in connection with the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this AgreementMerger. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or and any other Antitrust Laws applicable to the Merger as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and to avoid the Company, on the other hand, shall promptly inform the other of any impediment to the consummation communication from any Governmental Authority regarding any of the Offer transactions contemplated by this Agreement in connection with such filings. If any party hereto or the Merger under Affiliate thereof shall receive a request for additional information or documentary material from any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or transactions contemplated by this Agreement pursuant to the MergerHSR Act or any other Antitrust Laws applicable to the Merger with respect to which any such filings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Regulatory Filings. (a) Each of Parent and Acquisition Sub (shall, and shall cause their respective Affiliates, if applicable), on the one handAffiliates to, and the CompanyCompany shall, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act AGREEMENT AND PLAN OF MERGER as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall use reasonable best efforts to (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or or the Merger. Parent shall pay all filing fees (and the Company shall not be required to pay any filing fees) under the HSR Act and any fees or other payments to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under the applicable Antitrust Laws (other than normal filing fees that are imposed by Law on the Company).

Regulatory Filings. Seller and Purchaser shall cooperate with one another in (ai) Each of Parent and Acquisition Sub (and their respective Affiliatesdetermining whether any action, if applicable)consent, on approval or waiver by or in respect of, or filing with, any Governmental Authority is required in connection with this Agreement or the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division consummation of the DOJ transactions contemplated herein and (ii) taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. In furtherance and not in limitation of the foregoing, Purchaser and Seller agree to make (or cause to be made) any required filing of a Notification and Report Form relating pursuant to this Agreement the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and appropriate filings under any other Laws (including the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended and the Federal Trade Commission Act, as amended) that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition (“Antitrust Laws”) with respect to the transactions contemplated hereby as required by the HSR Act promptly as soon as reasonably practicable from the date following execution practicable, and delivery of this Agreement but in no any event later than within ten (10) Business Days following after the execution date hereof and delivery of this Agreement, to supply as promptly as practicable any additional information and (y) file comparable pre-merger or post-merger notification filings, forms documentary material that may be requested pursuant to the HSR Act and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use its commercially reasonable best efforts to take all action other actions necessary to cause the expiration or termination of the applicable waiting periods period under the HSR Act as soon as practicable; provided, however, that neither Seller, the Companies nor their respective Affiliates shall be under any obligation to divest or hold separate any assets, enter or consent to any settlement or decree or expend any sums to comply with this Section 2.3 (other than attorneys’ fees and expenses and filing fees in connection with such filing). Any filing fees incurred in connection with the performance of this Section 2.3 shall be borne by Purchaser. Purchaser and Seller shall use their respective commercially reasonable efforts to cooperate in all respects with each other in connection with any filing or submission and to (i) promptly inform the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority (as defined below) in respect of such filings; and (ii) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings. Notwithstanding anything to the contrary contained herein, Purchaser shall not be required to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (i) requires the divestiture of any assets of Purchaser, either Company or any of their respective Affiliates; (ii) causes Purchaser or any of its Affiliates to litigate, pursue or defend any action or proceeding challenging any of the transactions contemplated hereby as violative of the HSR Act or other Antitrust Laws as soon as practicableLaw; (iii) subjects Purchaser or any of its Affiliates to liability or (iv) limits Purchaser’s freedom of action with respect to, and or its ability to obtain any required consents under any other Antitrust Laws applicable to retain, the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation ownership of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTCInterests, the DOJbusinesses of either Company or any portion thereof or any of Purchaser’s or its Affiliates’ assets or businesses. “Governmental Authority” shall mean any federal, state, provincial, municipal, local or foreign government, governmental or quasi-governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency, instrumentality, court, tribunal or similar body exercising, or entitled to exercise, any other Governmental Authority administrative, executive, judicial, legislative, police, regulatory or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergertaxing authority or power.

Regulatory Filings. (a) Each In furtherance and not in limitation of Parent the terms of Section 6.01(a) and Acquisition Section 6.01(b), each of Parent, Merger Sub, Merger Sub (II and the Company will, and will cause their respective Affiliates, if applicable), on to the one hand, extent required in the reasonable judgment of counsel to Parent and the Company, on the other hand, shall to use their respective reasonable best efforts to (xi) file with the FTC United States Federal Trade Commission (“FTC”) and the Antitrust Division of the DOJ United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Mergers as required by the HSR Act as soon as reasonably practicable from promptly following the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (yii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is are required by any other Antitrust applicable Regulatory Laws as soon as reasonably practicable from in connection with the date following execution and delivery of this Agreement but Mergers (including in no event later than ten (10) Business Days following the execution and delivery of this Agreementorder to obtain Required Regulatory Approvals). Each of Parent and the Company shall will (iA) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other in the making of such filings, (iiB) use its respective reasonable best efforts to supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings, (iiiC) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Lawsmade, and (ivD) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods under pursuant to the HSR Act or and any other Antitrust Regulatory Laws applicable to the Mergers and (2) obtain any required consents pursuant to any Regulatory Laws applicable to the Mergers, in each case as soon as practicable, and (E) where reasonably practicable, prior to obtain independently participating in any required consents material meeting or engaging in any substantive conversation with any Governmental Authority where such meeting or conversation is substantially related to any such filings or investigations relating thereto, provide notice to the other Party of such meeting or conversation and, unless prohibited by such Governmental Authority or otherwise decided by Parent under Section 6.02(b), the opportunity to attend or participate. Each of Parent, Merger Sub, and Merger Sub II (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will promptly inform the other of any communication from any Governmental Authority regarding the Mergers in connection with such filings. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Mergers pursuant to the HSR Act or any other Antitrust Regulatory Laws applicable to the Offer and/or the Merger as soon as practicableMergers, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using then such Party will use reasonable best efforts to take all such action make (or |US-DOCS\123754940.16|| cause to be made), as soon as reasonably may be necessary to resolve practicable and after consultation with the other Parties, an appropriate response in compliance with such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergerrequest.

Regulatory Filings. Subject to Section 9.03, the Company will use reasonable best efforts to (a) Each make or cause to be made all filings with and submissions to any Governmental Body required under any applicable Laws for the consummation of Parent the Transactions, (b) coordinate and Acquisition cooperate with Buyer and Merger Sub (in exchanging such information and their respective Affiliates, if applicable), on the one hand, providing such assistance as Buyer and the Company, on the other hand, shall (x) file Merger Sub may reasonably request in connection with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, foregoing and (yc) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate supply promptly any additional information and coordinate documentary material that may be reasonably requested in connection with the other in the making of such filings, (ii) supply the other make any further filings with any information Governmental Body pursuant thereto that may be required necessary, proper or advisable in order to make such filings, connection therewith and (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action actions necessary to cause obtain all required clearances. The Parties agree that this Section 5.03 (and not Section 5.06) sets forth the expiration or termination of the applicable waiting periods Company’s sole obligations with respect to regulatory filings, other than filings under the HSR Act or other Antitrust Laws as soon as practicableAct, and to obtain any required consents under any other Antitrust Laws applicable which is governed solely by Section 9.03. Notwithstanding anything to the Offer and/or contrary herein, the Merger as soon as practicable, Company and its Subsidiaries will not make or cause to avoid be made any impediment filing or submission (related to the consummation Transactions) to any Governmental Body prior to the Closing without the prior written consent of Buyer, other than, subject to Section 9.03, any filing or submission required by the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts HSR Act. Subject to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTCSection 9.03, the DOJCompany, its Subsidiaries and their respective Affiliates and Advisors will not communicate with any Governmental Body regarding the Transactions, this Agreement, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to matter contemplated hereby without the Offer and/or the Mergerprior written consent of Buyer.

Regulatory Filings. (a) Each Buyer and Seller shall each use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to consummate the transactions contemplated by this Agreement by the Outside Date (as defined below), including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of Parent information, applications and Acquisition Sub other documents and (ii) obtaining and maintaining all approvals, consents, clearances, registrations, waivers, permits, authorizations and other confirmations required to be obtained from any Governmental Authority to consummate the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). Without limiting the foregoing or any of the other provisions of this Section 5.03, the parties agree that Buyer shall have the sole right, subject to Buyer’s obligations set out in this Section 5.03, to devise the strategy for filings, notifications, submissions and communications with or to any Government Authority and the timing thereof to enable the transactions contemplated by this Agreement to be consummated as promptly as practicable, and in any event, no later than the Outside Date. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall, and shall cause their respective AffiliatesAffiliates to, if applicable), on (i) make or cause to be made all filings required of each of them or any of their respective Affiliates under the one hand, and the Company, on the other hand, shall (x) file HSR Act with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating respect to this Agreement and the transactions contemplated hereby as required by the HSR Act promptly as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten within five (105) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filingshereof, (ii) supply request early termination of the other with any information that may be required in order to make such filingswaiting period under the HSR Act, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause comply at the expiration earliest practicable date with any voluntary or termination of the applicable waiting periods compulsory request under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable antitrust or competition Law for additional information, documents or other materials received by each of them or any of their respective Affiliates from any Governmental Authority in respect of such filings or such transactions and (iv) cooperate with each other in connection with any HSR Act filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under the HSR Act or any other antitrust or competition Law with respect to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using transactions contemplated by this Agreement. Each Party shall use its reasonable best efforts to take furnish to the other Party all such action as reasonably may information required for any application or other filing to be necessary made pursuant to resolve such objectionsthe HSR Act in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, if anyany Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the FTCother Parties under this Section 5.03 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient Party, and the DOJrecipient Party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other Representatives of the recipient Party, unless express written permission is obtained in advance from the source of the materials. Each Party shall promptly inform the other Party hereto of any oral communication to or from, and provide copies of written communications to or from, any Governmental Authority regarding any HSR Act filing, any investigation or inquiry under the HSR Act or any other antitrust or competition Law, or the transactions contemplated by this Agreement. No Party shall independently participate in any meeting with any Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.47

Regulatory Filings. From the Execution Date until the Closing, each of Buyer and Sellers shall, and shall cause their respective Affiliates to, (a) Each make or cause to be made the filings required of Parent and Acquisition Sub (and their respective Affiliatessuch Party or any of its Affiliates under any applicable Laws, if applicable)including the HSR Act, on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating respect to this Agreement and the transactions contemplated hereby by this Agreement, and to pay any fees due of it in connection with such filings, as required by the HSR Act promptly as soon as is reasonably practicable from the date following execution and delivery of this Agreement but in no any event later than within ten (10) Business Days following after the execution Execution Date (except for such filings that are customarily made after the assignment of properties similar to the Assets), (b) cooperate with and delivery of this Agreement, assist the other Party and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority furnish all information in such Party’s possession that is required by any necessary in connection with such other Antitrust Laws as soon as reasonably practicable Party’s filings and in obtaining the relevant Consent from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filingsapplicable Governmental Authority, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (ivc) use commercially reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable notice or waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, (including requesting early termination thereof) and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or transactions contemplated by this Agreement as promptly as is reasonably practicable, (d) to the Mergerextent permitted under applicable Law, promptly inform, and provide copies to, the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (e) to the extent permitted under applicable Law, consult and cooperate in advance with the other Party prior to making, and consider in good faith the views of the other Party in connection with, any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, and (f) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials. Neither Party shall participate in any meeting or discussion with any Governmental Authority with respect to such filings or the transactions contemplated by this Agreement, or enter into any agreement with any Governmental Authority, unless, to the extent permitted under applicable Law, it consults with the other Party in advance and, to the extent permitted by the Governmental Authority, gives the other Party reasonable prior notice of, and an opportunity to attend and participate in, such meeting. Notwithstanding the foregoing, nothing contained in this Agreement shall be construed so as to require Buyer or Sellers, or any of their respective Affiliates, without its written consent, to sell, license, dispose of, hold separate or operate in any specified manner any assets or businesses of Buyer or Sellers (or to require Buyer or Sellers or any of their respective Affiliates to agree to any of the foregoing). The obligations of each party under this Section 6.3 to use commercially reasonable efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and other applicable Laws and with its obligations under this Section 6.3.

Regulatory Filings. (aNot later than July 30, 2010, the applicable Buyer(s) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable)shall, on the one hand, and the Companyapplicable Seller(s) shall, on the other handother, shall (x) file make any and all filings, notifications and related materials which are required under the HSR Act with the FTC United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the DOJ a Notification United States Department of Justice (the “DOJ”), and Report Form relating with any other Governmental Entities pursuant to this Agreement and any other antitrust Applicable Laws with respect to the transactions contemplated hereby by this Agreement. The applicable Seller(s) shall furnish to the applicable Buyer(s), and the applicable Buyer(s) shall furnish to the applicable Seller(s), such necessary information and reasonable assistance as required by the other(s) may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other antitrust Applicable Laws. The applicable Seller(s) shall promptly inform the applicable Buyer(s), and the applicable Buyer(s) shall promptly inform the applicable Seller(s), as soon to any communications with, and any inquiries or requests for additional information from, any Governmental Entity in connection with the foregoing, and subject to Applicable Law, shall provide the other parties with a copy of any written communication to the foregoing, and each party hereto shall comply as reasonably practicable from promptly as possible with any such inquiry or request. No party shall participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning antitrust matters related to the date following execution and delivery consummation of the transactions contemplated by this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate unless it consults with the other parties hereto in advance and, to the making of extent permitted by such filingsGovernmental Entity, (ii) supply gives the other with any information that may be required parties hereto the opportunity to attend and participate in order such meeting or discussion. Buyers and Sellers hereby covenant and agree to make such filings, (iii) supply any additional information that reasonably may be required use commercially reasonable efforts to secure early termination or requested by the FTC, the DOJ or the Governmental Authorities expedited review of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicableAct, and to obtain the approval of any required consents under any other Antitrust Laws applicable Governmental Entity necessary to consummate the Offer and/or the Merger as soon as practicable, transactions contemplated hereby and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or may be asserted by any other Governmental Authority or Person may assert under any applicable Antitrust Laws Entity with respect to the Offer and/or transactions contemplated hereby provided that, notwithstanding anything herein to the Mergercontrary, neither Buyers nor Sellers shall be required to file suit, defend or take any other legal action in order to obtain any necessary approvals. No party hereto shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. All filing fees required in connection with the filing of any notifications and related materials that are required under the HSR Act shall be borne by Buyers (the “HSR Filing Fees”). Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by Buyers to consummate the transactions contemplated herein, in no event shall Buyers be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action that, in the reasonable discretion of Buyers, could be expected to limit (i) the freedom of action of Buyers with respect to the operation of, or Buyers’ ability to retain, the Acquired Assets, or (ii) the ability to retain, own or operate any portion of the businesses, product lines, or assets, of Buyers or their Affiliates, or alter or restrict in any way the business or commercial practices of Buyers or their Affiliates.

Regulatory Filings. (a) (i) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten December 7, 2009; and (10ii) Business Days following each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the execution and delivery of this Agreementone hand, and the Company, on the other hand, or (yexcept in the case of the joint filing contemplated by clause (B) below) only the Parent and the Merger Sub (and their respective Affiliates, if applicable) shall file comparable pre-merger or post-merger notification filings, forms and submissions with any the applicable foreign Governmental Authority that is are required by any other of the Antitrust Laws as soon as reasonably practicable from of the date following execution jurisdictions set forth in Section 6.2(a) of the Company Disclosure Letter, including (A) a notification on Short Form or Form CO to the European Commission based on Council Regulation 139/2004 and delivery (B) a jointly filed pre-merger notification with the Anti-Monopoly Bureau of the Ministry of Commerce relating to this Agreement but as required by the Anti-Monopoly Law of the People’s Republic of China (the “AML”), as promptly as practicable (and in any event, in relation to all pre-merger filings, no event later than ten (10) Business Days January 18, 2010, or such later date as the parties may mutually agree in writing following the execution and delivery of this Agreement. Each of ), unless Parent or Merger Sub determine that any such comparable pre-merger or post-merger notification filings, forms and the Company shall (i) cooperate and coordinate submissions with the other applicable foreign Governmental Authority are not required by applicable Law. Except for the filings described in the making of such filings, (iithis Section 6.2(a) supply the other with and any information filings that may be required in order to under applicable U.S. securities laws, neither Parent nor any of its Affiliates, on the one hand, nor the Company nor any of its Affiliates, on the other hand, shall make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of submit any other jurisdiction material filing, declaration, registration or notification to any Governmental Authority in which connection with any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under transactions contemplated by this Agreement without the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergerparty’s prior consent.

Regulatory Filings. (a) Each of Parent If either the Company or LEC determines in good faith that a Notification and Acquisition Sub (and their respective Affiliates, if applicable), on Report Forms relating to the one hand, and the Company, on the other hand, shall (x) file transactions contemplated herein with the FTC and U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the DOJ a Notification and Report Form relating U.S. Department of Justice (the “DOJ”) is reasonably necessary to this Agreement and the transactions contemplated hereby as required by comply with the HSR Act as or with any Foreign Authorities, the parties hereto shall act in accordance with this Section 6.2. As soon as reasonably practicable from following such determination, the date following execution Company and delivery LEC each shall file such Notification and Report Forms with FTC and DOJ so as to comply with such Law. In addition, to the extent applicable, the parties shall file with the foreign antitrust authorities set forth on Part 6.2 of this Agreement but in no event later than ten the Company Disclosure Schedule (10) Business Days following the execution and delivery of this Agreement“Foreign Authorities”), and (y) file comparable pre-merger or post-notification forms required by the merger notification filings, forms and submissions with any foreign Governmental Authority that is required by or control Laws of any other Antitrust Laws as soon as reasonably practicable from the date following execution applicable jurisdiction. The Company and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company LEC each shall (ia) cooperate and coordinate with the other in the making of such filings, (ii) promptly supply the other party with any information that which may be required in order to make effectuate such filings, (iiib) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act and any applicable foreign antitrust laws and (c) promptly supply any additional information that which reasonably may be required or requested by the FTC, the DOJ or Foreign Authorities and which the parties may reasonably deem appropriate. Each of the Company and LEC will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or Foreign Authorities in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or Foreign Authorities for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Laws, including the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 6.2, the Company or LEC, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authorities Body such amendment or supplement. Each of the Company and LEC shall give the other party prompt notice of the commencement or known threat of commencement of any proceeding by or before any Governmental Body with respect to the Merger or any of the other jurisdiction in which transactions contemplated by this Agreement, keep the other party informed as to the status of any such filing is made under any other Antitrust Lawsproceeding or threat, and (iv) in connection with any such proceeding, each of the Company or LEC will permit authorized representatives of the other party to be present at each meeting or conference relating to any such proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such proceeding. Upon the terms and conditions set forth herein, each of the parties shall use commercially reasonable best efforts to take take, or cause to be taken, all action necessary actions and to do, or cause to be done, and to assist and cooperate with the expiration other parties in doing, all things, necessary, proper or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws advisable to make effective as soon promptly as practicable, and to obtain any required consents under any other Antitrust Laws applicable to but in no event later than the Offer and/or End Date, the Merger as soon as practicable, and to avoid any impediment to other transactions contemplated hereby in accordance with the consummation of the Offer or the Merger under any Antitrust Lawsterms hereof, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objectionsobtaining HSR clearance and approvals, if any, as from the FTCForeign Authorities. Notwithstanding anything in this Agreement to the contrary, the DOJin no event will LEC be obligated to (A) propose, or agree to accept, any undertaking or condition, to enter into any consent decree, to make any sale, divestiture or disposition, to accept any operational restriction (including any requirement to hold separate (including by trust or otherwise) any business, product lines or assets), (B) take any other Governmental Authority action that, in the reasonable judgment of LEC, could be expected to limit the right of LEC to operate, own, operate or retain its business or (C) defend any judicial or administrative action or similar proceeding instituted (or threatened to be instituted) by any Person may assert under any applicable Antitrust Laws in connection with respect to obtaining HSR clearance and approvals from the Offer and/or the MergerForeign Authorities.

Regulatory Filings. (a) Filing Under the HSR Act, Other Applicable Antitrust Laws and other filing. Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable)Merger Sub, on the one hand, and the Company, on the other hand, shall and shall cause their respective Affiliates to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Transactions as promptly as practicable and in any event prior to the Termination Date, including without limitation (xi) file preparing and filing all forms, registrations and notifications to or with any Governmental Authority required to be filed to consummate the Transactions, (ii) using reasonable best efforts to satisfy the conditions to consummate the Transactions, and (iii) using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, authorization, expiration or termination of a waiting period, permit, order or approval of, waiver or any exemption by, any Governmental Authority (including furnishing all information and documentary material required under the HSR Act or any other Antitrust Law applicable to the Merger or required by a Governmental Authority in connection with any notices, reports, filings or applications in connection with a change of control of the Company, including the FCC Filings the Kentucky PSC Notification and the Relinquishment Applications, provided that Parent shall cause (in addition to causing its Affiliates) its and its Affiliates’ respective partners, equity holders, investment professionals or executives to promptly provide any such information, including financial information) required to be obtained by Parent, the Company or their respective Affiliates in connection with the Transactions or the taking of any action contemplated by this Agreement. In connection with the foregoing, the Parties will, to the extent required in the reasonable judgment of counsel to Parent and the Company: (i) file, or cause to be filed, with the FTC and the Antitrust Division of the DOJ a Premerger Notification and Report Form relating to this Agreement and the transactions contemplated hereby Transactions as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) within 10 Business Days following the execution date hereof; (ii) make the FCC Filings and delivery the Kentucky PSC Notification and the Relinquishment Applications within fifteen (15) days of this Agreement, the Agreement Date; and (yiii) file promptly file, or cause to be filed, comparable pre-merger or post-merger notification filings, forms and submissions with any foreign other Governmental Authority that is required by any pursuant to other applicable Antitrust Laws as soon as reasonably practicable from in connection with the date following execution and delivery Merger, with Parent having primary responsibility for the making of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreementsuch filings. Each of Parent and the Company shall, and shall cause their respective Affiliates to, use their reasonable best efforts to: (iA) cooperate and coordinate with the other in the making of such filings, ; (iiB) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.;

Regulatory Filings. (a) Each Subject to the terms and conditions of this Agreement, the Company and Parent and Acquisition Sub (and shall use their respective Affiliatescommercially reasonable efforts to (i) make or deliver as soon as reasonable practicable after the date hereof (but no later than 10 Business Days after the date hereof) appropriate filings, if applicable)registrations, on the one handapplications and notices with all applicable Governmental Entities and obtain all consents, approvals, clearances and authorizations with respect thereto, including notices and filings required under any applicable Antitrust Laws, and thereafter to supply all additional information requested by Governmental Entities in connection therewith; provided that, prior to the Companydate hereof, on the other hand, shall (x) file with the FTC and the Antitrust Division each of the DOJ Company and Parent have made their respective filings of a Notification and Report Form relating under the HSR Act with respect to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, ; (ii) supply prevent the other with entry, enactment or promulgation of any information threatened or pending injunction or order that may be required in order would adversely affect the ability of the Parties to make such filings, consummate the transactions contemplated hereby; (iii) supply lift or rescind any additional information that reasonably may be required injunction or requested by order adversely affecting the FTC, ability of the DOJ or Parties to consummate the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, transactions contemplated hereby; and (iv) use reasonable best efforts take, or cause to take be taken, all action necessary appropriate action, and do, or cause to cause be done, all things necessary, proper or advisable to consummate and make effective the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws transactions contemplated by this Agreement as soon promptly as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. Each Meritas Party shall (a) Each make any filings required of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division such Meritas Party or any of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by such Meritas Party’s Affiliates under the HSR Act and other Antitrust Laws applicable to the Transaction as soon promptly as reasonably practicable from following the date following execution and delivery of this Agreement but Date and, with respect to any such filings required under the HSR Act, in no event later than ten five (105) Business Days following after the execution and delivery of this AgreementAgreement Date, and (yb) file comparable pre-merger or post-merger notification filings, forms and submissions comply at the earliest reasonable practicable date with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods request under the HSR Act or other Antitrust Laws as soon as practicablefor additional information, and to obtain documents, or other materials received by such Meritas Party or any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as Meritas Party’s Affiliates from the FTC, the DOJ, or any other Governmental Authority in respect of such filings or Person may assert such transactions, and (c) cooperate with the Buyer and Merger Sub in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, or other Governmental Authority under any applicable Antitrust Laws with respect to any such filing or such transaction. Each Meritas Party shall promptly inform the Offer and/or Buyer and Merger Sub of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. Each Meritas Party shall use its Reasonable Efforts to (i) furnish to the MergerBuyer and Merger Sub all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transaction and (ii) promptly obtain any clearance required under the HSR Act and any other Antitrust Laws for the Closing and shall keep the Buyer and Merger Sub apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority and shall comply promptly with any such inquiry or request.

Regulatory Filings. (a) Each of Parent and Acquisition Sub (shall, and shall cause their respective Affiliates, if applicable), on the one handAffiliates to, and the CompanyCompany shall, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ DOJ, a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall use reasonable best efforts to (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or or the Merger. The Company and Parent shall split on a 50/50 basis all filing fees under the HSR Act and any fees or other payments to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under the applicable Antitrust Laws (other than normal filing fees that are imposed by Law on the Company).

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (shall, and shall cause their respective AffiliatesAffiliates to, if applicable), on the one hand, and the Company, on the other hand, shall (xi) file with (A) the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, and (B) any other applicable Governmental Authority (including in the European Union), the notifications as required by their respective Antitrust Laws (including, without limitation, with respect to the European Commission, a draft Form CO relating to this Agreement and the transactions contemplated hereby as required by the EU Merger Regulation), in each case as promptly as reasonably practicable after the date of this Agreement but (with respect to the Notification and Report Form referred to in clause (A) above) in no event later than ten (10) Business Days following the execution and delivery of this Agreement, (ii) submit to the Israeli Anti-Trust Authority (“IAA”) merger notifications under the Israeli Restrictive Trade Practices Law-1988 in connection with the Merger, as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (yiii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign other Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but and in no any event later than ten (10) Business Days following before the execution and delivery expiration of this Agreementany applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ DOJ, the European Commission, the IAA or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act Act, the EU Merger Regulation or any other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, the European Commission, the IAA or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. Purchaser, Sellers, the Target Companies and the Seller Representative shall (a) Each make any filings required under the HSR Act and other antitrust Laws applicable to the transactions contemplated hereby either prior to the date of Parent this Agreement or within five (5) Business Days following the date hereof, (b) reasonably comply with any request under the HSR Act or other antitrust Laws for additional information, documents, or other materials received by either party therefor, or any other Governmental Authority in respect of such filings or such transactions, and Acquisition Sub (c) reasonably cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and their respective Affiliatesconsidering all reasonable additions, if applicable)deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Authority under any antitrust Laws with respect to any such filing or any such transaction. Purchaser, Sellers, the Target Companies and the Seller Representative shall use reasonable efforts (i) to furnish to the other party all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement and (ii) to promptly obtain any clearance required under the HSR Act and any other antitrust or foreign competition Laws for the consummation of the transactions contemplated by this Agreement and shall provide prompt notice of any communications (whether oral or written) with, and any inquiries or requests for additional information from, any Governmental Authority, and each party shall have the right to participate in any meeting between Purchaser, a Seller, a Target Company or the Seller Representative, on the one hand, and the Companyany Governmental Authority, on the other hand, shall (x) file with concerning such filings or the FTC and subject matter thereof, in each case to the Antitrust Division of the DOJ a Notification and Report Form relating to extent legally permissible; provided, that, notwithstanding anything in this Agreement and to the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery contrary, no party or any of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company its Affiliates shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required to bring any Proceeding against any Person or accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Authority, any requirement to divest or hold separate or in order to make such filings, trust (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities imposition of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration material condition or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws restriction with respect to the Offer and/or the Mergerto) any of their (and their Affiliates’) respective businesses or assets.

Regulatory Filings. (a) Each Without limiting the generality of Section 7.1, each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable)shall, on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-post- merger notification filings, forms and submissions with any foreign each Governmental Authority that is are required by any other Antitrust Laws in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable from after the date following execution and delivery of this Agreement but and in no any event later than ten (10) Business Days following before the execution and delivery expiration of this Agreementany applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or any of the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best commercial efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws applicable to the Merger as soon as practicablepracticable (and in any event, prior to the Outside Date), including by seeking early termination thereof, to the extent applicable, to not take any action with the effect of extending any review or waiting period under applicable Antitrust Laws, and to obtain any required consents Approvals under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicablereasonably practicable (and in any event, prior to the Outside Date), and to avoid eliminate any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best commercial efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. On the terms and subject to the conditions set forth in this Agreement and applicable Legal Requirements, each of Parent, Merger Sub and the Company shall cooperate with the other and shall use (and shall cause their respective Subsidiaries to use) commercially reasonable efforts to as promptly as practicable (a) Each take or cause to be taken all actions, and do or cause to be done all things, that are necessary, proper or advisable under this Agreement and applicable Legal Requirements (including under the HSR Act and such other requirements of the comparable laws of other jurisdictions) to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as expeditiously possible following the date hereof, including, by preparing and filing as promptly as practicable (or any specific time as the parties mutually agree) all documentation to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents that are necessary in connection with the Merger and other transactions contemplated by this Agreement, (b) obtain all approvals, consents, registrations, permits, authorizations and other confirmations that are necessary, proper or advisable under this Agreement and applicable Legal Requirements (including under the HSR Act and such other requirements of the comparable laws of other jurisdictions) to consummate the Merger and the other transactions contemplated by this Agreement, (c) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the transactions contemplated by this Agreement, and (d) execute and deliver any additional instruments necessary, proper or advisable to consummate the Merger and other transactions contemplated by this Agreement. On the terms and subject to the conditions set forth in this Agreement and under applicable Legal Requirements, each of Parent, Merger Sub and the Company shall, to the extent permitted by Legal Requirements, (i) promptly notify the other party of any communication to that party from any Governmental Entity in respect of any substantive filing, investigation or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby, (ii) if practicable, permit the other party, or its outside counsel, the opportunity to review in advance all the information relating to Parent and Acquisition Sub its Subsidiaries or the Company and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and incorporate the other party’s reasonable comments thereon, (iii) if practicable, not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transaction contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Entity, gives the other party hereto the opportunity to attend, and (iv) furnish the other party hereto, or its outside counsel, with copies of all non-privileged correspondences, filings, and written communications between them and their respective AffiliatesSubsidiaries, if applicable)and representatives, on the one hand, and the Companyany Governmental Entity or its respective staff, on the other hand, shall (x) file with respect to this Agreement, the FTC Merger and the Antitrust Division other transactions contemplated hereby. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the provisions of this Section 5.12 shall not be construed to require either party hereto to consent to any action if such action would be reasonably likely to have a material adverse effect on Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), on their businesses, assets operations, or prospects, taken as a whole, if the Merger were consummated. Without limitation of the DOJ a Notification and Report Form relating to foregoing, (A) nothing in this Agreement shall require Parent, the Company or any of their respective Subsidiaries to divest, hold separate, or enter into any license or similar agreement with respect to, or agree to restrict the ownership or operation of, any business or assets of Parent, the Company or any of their respective Subsidiaries, and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but (B) in no event later than ten (10) Business Days following shall Parent, the execution and delivery Company or any of this Agreementtheir respective Subsidiaries be obligated to litigate or participate in the litigation of any proceeding, and (y) file comparable pre-merger whether judicial or post-merger notification filingsadministrative, forms and submissions with any foreign Governmental Authority that is required brought by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten Governmental Entity or appeal any order or decree thereof: (10A) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order challenging or seeking to make such filingsillegal, (iii) supply any additional information that reasonably may be required delay materially or requested by the FTC, the DOJ otherwise directly or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration indirectly restrain or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to prohibit the consummation of the Offer Merger or the Merger under any Antitrust Laws, including using reasonable best efforts other transactions contemplated by this Agreement or seeking to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTCobtain from Parent, the DOJCompany or any of their respective Subsidiaries any damages in connection therewith, (B) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Parent or any of their respective Affiliates of all or any portion of the business, assets or any product of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries or to require any such Person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or enter into a consent decree or hold separate all or any portion of the business, assets or any product of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, in each case as a result of or in connection with the Merger or any of the other Governmental Authority transactions contemplated by this Agreement, or Person may assert under (C) seeking to require divestiture by Parent, the Company or any applicable Antitrust Laws with respect to of their respective Affiliates of any business or assets of the Offer and/or the MergerCompany or its Subsidiaries or Parent or its Subsidiaries.

Regulatory Filings. (a) Each As soon as practicable after the date of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, each of Parent and Acquisition Sub (shall, and shall cause their respective Affiliates, if applicable), on the one handAffiliates to, and the CompanyCompany shall, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this AgreementAct, and (y) file any comparable pre-merger or post-merger notification filings, forms and submissions (or if required by the applicable Governmental Authorities, a draft of such filings), with any the applicable foreign Governmental Authority that is to the extent required by any other Antitrust Laws and as soon as reasonably practicable from such requirement is determined by both Parent and the date following execution Company in good faith and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreementconsultation with each other. Each of Parent and the Company shall use commercially reasonable efforts to (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that reasonably may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using commercially reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or or the Merger. Parent shall pay all filing fees, and the Company shall not be required to pay any filing fees under the HSR Act and any fees or other payments to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under the applicable Antitrust Laws (other than normal filing fees that are imposed by Law on the Company).

Regulatory Filings. (a) (i) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten December 7, 2009; and (10ii) Business Days following each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the execution and delivery of this Agreementone hand, and the Company, on the other hand, or (yexcept in the case of the joint filing contemplated by clause (B) below) only the Parent and the Merger Sub (and their respective Affiliates, if applicable) shall file comparable pre-merger or post-merger notification filings, forms and submissions with any the applicable foreign Governmental Authority that is are required by any other of the Antitrust Laws as soon as reasonably practicable from of the date following execution jurisdictions set forth in Section 6.2(a) of the Company Disclosure Letter, including (A) a notification on Short Form or Form CO to the European Commission based on Council Regulation 139/2004 and delivery (B) a jointly filed pre-merger notification with the Anti-Monopoly Bureau of the Ministry of Commerce relating to this Agreement but as required by the Anti-Monopoly Law of the People’s Republic of China (the “AML”), as promptly as practicable (and in any event, in relation to all pre-merger filings, no event later than ten (10) Business Days January 18, 2010, or such later date as the parties may mutually agree in writing following the execution and delivery of this Agreement. Each of ), unless Parent or Merger Sub determine that any such comparable pre-merger or post-merger notification filings, forms and the Company shall (i) cooperate and coordinate submissions with the other applicable foreign Governmental Authority are not required by applicable Law. Except for the filings described in the making of such filings, (iithis Section 6.2(a) supply the other with and any information filings that may be required in order to under applicable U.S. securities laws, neither Parent nor any of its Affiliates, on the one hand, nor the Company nor any of its Affiliates, on the other hand, shall make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of submit any other jurisdiction material filing, declaration, registration or notification to any Governmental Authority in which connection with any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under transactions contemplated by this Agreement without the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation party’s prior consent. 43 Table of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.Contents

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (shall, and shall cause their respective AffiliatesAffiliates to, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division applicable Governmental Authority in each of the DOJ a Notification and Report Form relating to this Agreement and jurisdictions listed on Section 7.2(a) of the transactions contemplated hereby Company Disclosure Letter, the notifications as required by the HSR Act their respective Antitrust Laws, in each case as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign other Governmental Authority that is required by any other Antitrust Laws as listed on Section 7.2(a) of the Company Disclosure Letter as soon as reasonably practicable from after the date following execution and delivery of this Agreement but and in no any event later than ten (10) Business Days following before the execution and delivery expiration of this Agreementany applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the any Governmental Authorities of any other jurisdiction Authority in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws applicable to the Merger as soon as practicablepracticable (and in any event, prior to the Outside Date), including by seeking early termination thereof, to the extent applicable, to not take any action with the effect of extending any review or waiting period under applicable Antitrust Laws, (unless as expressly requested by the applicable Governmental Authority) and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicablepracticable (and in any event prior to the Outside Date), and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. (a) Each of Parent and Acquisition Sub (shall, and shall cause their respective Affiliates, if applicable), on the one handAffiliates to, and the CompanyCompany shall, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall use reasonable best efforts to (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that reasonably may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts subject to Section 8.2(d), take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or or the Merger. Parent shall pay all filing fees (and the Company shall not be required to pay any filing fees) under the HSR Act and any fees or other payments to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under the applicable Antitrust Laws.

Regulatory Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, The Company and the Company, on the other hand, Purchaser shall use reasonable best efforts to (xi) file with the FTC United States Federal Trade Commission (the “FTC”) and the Antitrust Division United States Department of Justice (the DOJ a Notification “DOJ”), the notification and Report Form relating to this Agreement and the transactions contemplated hereby as report form required by the HSR Act as soon as reasonably practicable from for the date following execution and delivery of this Agreement but in no event later than ten transactions contemplated hereby within seven (107) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution hereof or such later date as may be agreed by the parties and delivery of this Agreement but in no event later than ten (10) Business Days following to provide any additional or supplemental information and documentary material requested by the execution FTC and delivery of this Agreement. Each of Parent and DOJ pursuant to the Company shall (i) cooperate and coordinate with the other in the making of such filingsHSR Act, (ii) supply the with respect to any other with Governmental Authority, promptly make any other filings or reports, and submit any information that may be and documentation required in order for the transactions contemplated hereby, pursuant to make such filingsany other Antitrust Law, (iii) supply any additional information that reasonably may be required or requested by the FTCsubject to Section 6.3(c) and Section 6.3(d), the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the ​ ​ ​ expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws Law, as applicable, as soon as practicablepracticable after the date hereof, and (iv) subject to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicableSection 6.3(c) and Section 6.3(d), and to avoid any impediment to the consummation of the Offer or the Merger transactions contemplated hereby under any applicable Laws (including the HSR Act and other Antitrust LawsLaw) which would cause the conditions set forth in Section 8.1(a) and Section 8.1(b) not to be satisfied as of the Closing, including using reasonable best efforts to take all such action as reasonably may be reasonably necessary to resolve such objections, objections (if any, ) as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Laws (including the HSR Act and other Antitrust Laws Law) with respect to the Offer and/or transactions contemplated hereby which would cause the Mergerconditions set forth in Section 8.1(a) and Section 8.1(b) not to be satisfied as of the Closing. If the conditions set forth in Section 8.1(a) and Section 8.1(b) with regards to Antitrust Laws are not satisfied as of the Outside Date, then the Parties shall discuss, in good faith, a mutual agreement to extend the Outside Date if necessary to obtain approval of the transaction under Antitrust Laws. Each of the Company and the Purchaser shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any other Antitrust Law. The Purchaser shall be responsible for the filing fees payable in connection with the filings described in the first sentence of this Section 6.3.

Regulatory Filings. (ai) Each Without limiting the generality of Parent the parties’ undertakings pursuant to Section 6.2(a) and Acquisition Sub Section 6.2(b), each party hereto shall (and their respective Affiliatesthe Sellers shall cause the Company to): (i) make, if applicable)or cause to be made, on the one handregistrations, filings and submissions required of it or any of its Affiliates under the Company, on the other hand, shall (x) file HSR Act in connection with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Transactions as promptly as practicable (but in any event no later than five (5) Business Days) following the date of this Agreement; (ii) make, or cause to be made, the registrations, filings and submissions (if any) required of it or any of its Affiliates under any other applicable Antitrust Laws in connection with this Agreement and the Transactions as promptly as practicable (but in any event no later than five (5) Business Days) following the date of this Agreement; (iii) comply at the earliest practicable date and after consultation with the Sellers’ Representative or Purchaser, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Entity in connection with any registrations, filings or submissions required under the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other applicable Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten Laws; (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (iiv) cooperate and coordinate with the other parties (including furnishing all necessary information and reasonable assistance as any other party may reasonably request) in the making of such filings, (ii) supply the other connection with any information that may be registrations, filings or submissions required under the HSR Act or any other applicable Antitrust Laws and in order connection with resolving any investigation or other inquiry concerning the Transactions initiated by any Governmental Entity; and (v) use commercially reasonable efforts to make such filings, (iii) supply any additional information that reasonably may be required or requested by secure the FTC, the DOJ or the Governmental Authorities early termination of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of any clearances, approvals, or confirmations from Governmental Entities in other countries in which any registrations, filings or submissions pursuant to any applicable Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable have been made to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to extent required in connection with the consummation of the Offer Transactions at the earliest possible date. Each party hereto shall promptly inform the other parties of any communication (whether oral or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJwritten) made to, or received by, such party from any other Governmental Authority Entity regarding any of the Transactions, and promptly provide a copy of any such written communication, or Person may assert under a written summary of any applicable Antitrust Laws with respect such oral communication, to the Offer and/or the Mergerother parties.

Regulatory Filings. The Company and the Purchasers shall, as promptly as reasonably practicable after a good faith request from the Purchasers (a) Each which, for the avoidance of Parent and Acquisition Sub (and their respective Affiliatesdoubt, if applicableshall include an explanation by any Purchaser of its determination that a filing subject to this Section 6.5 is required), on the one hand, and the Company, on the other hand, shall (xi) file make or cause their Affiliates to make any required filings with the FTC U.S. Federal Trade Commission (“FTC”), Department of Justice (“DOJ”) and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as any other governmental entity required by under the HSR Act as soon as reasonably practicable from with respect to the date following execution potential issuance of the Underlying Securities in a conversion and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making sale of such filingsUnderlying Securities following a conversion (each, a “HSR Event”), (ii) supply the other with any information that may be required in order make or cause their Affiliates to make such filingsany filing or notice required under any other antitrust or competition law or other law or regulation agreed by the parties to be applicable to a HSR Event, (iii) supply provide any additional supplemental information that reasonably may requested in connection with the HSR Act or such other antitrust, competition or other laws or regulations as promptly as practicable after such request is made; provided the Purchasers shall not be required or requested by the FTC, the DOJ or the Governmental Authorities obligated to make any disclosures in violation of any other jurisdiction in which any such filing is made under any other Antitrust Laws, their obligations to their investors; and (iv) use their reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all governmental entities that may be or become necessary in connection with a HSR Event; provided that nothing in this Section 6.5 shall require, or be construed to require, the Purchasers or any of their Affiliates to agree to (x) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of the Purchasers or any of their Affiliates; (y) any material conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests; or (z) any material modification or waiver of the terms and conditions of this Agreement; provided, further, that the Company and the Purchasers shall take all action necessary the foregoing actions to cause the expiration or termination of the applicable waiting periods clearance under the HSR Act or such other Antitrust Laws applicable law to be re-obtained or extended, as soon as practicableapplicable, without restriction until all of the Securities have been converted into the Underlying Securities. The Company and each Purchaser shall, and to obtain any required consents under any other Antitrust Laws applicable shall cause its Affiliates to, furnish to the Offer and/or other such information and assistance as the Merger as soon as practicableother may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act or such other applicable law or which is otherwise requested by the FTC or DOJ or other governmental entity and shall keep each other apprised of the status of any communications with, and to avoid any impediment to the consummation of the Offer inquiries or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTCrequests for additional information from, the DOJ, FTC and DOJ or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect governmental entity. Each Purchaser shall pay for all filing fees of filings for the benefit of such Purchaser incurred pursuant to the Offer and/or the Mergerthis Section 6.5.

Regulatory Filings. (a) Each of Parent Parent, Merger Sub and Acquisition Sub (the Company shall coordinate and their respective Affiliates, if applicable), on the cooperate with one handanother and shall each use all reasonable efforts to comply with, and shall each refrain from taking any action that would impede compliance with, all applicable Legal Requirements, and as soon as reasonably practicable after the Companydate hereof, on each of Parent, Merger Sub and the other handCompany shall obtain or make all Consents with, shall any Governmental Authority in connection with the Merger and the transactions contemplated hereby, including: (xi) file filing of Notification and Report Form with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from after the date following execution and delivery of this Agreement hereof, but in any event no event later than ten (10) Business Days following from the execution and delivery of this Agreement, and date hereof; (yii) file comparable pre-merger or post-merger notification filings, forms and submissions with making any foreign Governmental Authority that is required by filings under any other Antitrust applicable Foreign Merger Laws as soon as reasonably practicable from after the date following execution and delivery hereof, but, with respect to any filing under Foreign Merger Laws of this Agreement but Germany, in any event no event later than ten (10) Business Days following from the execution date hereof; and delivery (iii) making any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” laws and the securities laws of this Agreementany foreign country, or any other applicable Legal Requirements relating to the Merger. Each of Parent Parent, Merger Sub and the Company will cause all documents that it is responsible for filing with any Governmental Authority under this Section 7.4(a) to comply in all material respects with all applicable Legal Requirements. Each of Parent, Merger Sub and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or determine if requesting early termination of the applicable waiting periods period under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Foreign Merger Laws with respect to the Offer and/or the Mergeris appropriate.

Regulatory Filings. (a) Each of Parent Parent, the Company and Acquisition Sub the Shareholders (and if necessary) shall (i) make or cause to be made all filings required of each of them or any of their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall Subsidiaries or Affiliates under (x) file with the FTC HSR Act or other Antitrust Laws (y) PURA and the Antitrust Division (z) Section 203 of the DOJ a Notification and Report Form relating Federal Power Act, in each case with respect to this Agreement and the transactions contemplated hereby as required by the HSR Act promptly as soon as reasonably practicable from and, in any event, within ten Business Days after the date following execution and delivery of this Agreement but in no event later than ten the case of (10x) and five Business Days following after the execution and delivery date of this Agreement, and Agreement in the case of (y) file comparable pre-merger or post-merger notification filingsand (z), forms and submissions (b) comply at the earliest practicable date with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods request under the HSR Act or other Antitrust Laws as soon as practicablefor additional information, documents, or other materials received by each of them or any of their respective subsidiaries or Affiliates from the FTC, the Antitrust Division of the United States Department of Justice or any other Governmental Body in respect of such filings or such transactions, and to obtain (c) cooperate with each other in connection with any required consents under any other Antitrust Laws applicable such filing (including, to the Offer and/or the Merger as soon as practicableextent permitted by applicable law, and to avoid any impediment providing copies of all such documents to the consummation non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the Offer FTC, the Antitrust Division of the United States Department of Justice or the Merger under other Governmental Body with respect to any Antitrust Laws, including using such filing or any such transaction. Each such party shall use its reasonable best efforts to take furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such action as reasonably may be necessary party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to resolve the extent permitted by such objectionsGovernmental Body, if anythe opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with 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 relating to proceedings under the HSR Act, other Antitrust Laws, PURA or the Federal Power Act. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the FTCother parties under this Section 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, the DOJofficers, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to directors of the Offer and/or recipient, unless express written permission is obtained in advance from the Mergersource of the materials.

Regulatory Filings. The Company shall (a) Each make any filings required of Parent it or any of its Affiliates under the HSR Act and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating antitrust or foreign competition Laws applicable to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten within three (103) Business Days following the execution and delivery of this Agreementdate hereof, and (yb) file comparable pre-merger or post-merger notification filings, forms and submissions comply at the earliest reasonable practicable date with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods request under the HSR Act or other Antitrust antitrust Laws as soon as practicablefor additional information, and to obtain documents, or other materials received by it or any required consents under any other Antitrust Laws applicable to of its Affiliates from the Offer and/or Federal Trade Commission (the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the “FTC, the DOJ”), or any other Governmental Authority in respect of such filings or Person such transactions, and (c) cooperate with Biomet, Merger Sub and Parent in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing Parties or their outside counsel; provided, however, that if any such documents relate to another potential transaction the Company may assert elect to redact those portions) and in connection with resolving any investigation or other inquiry of any of the FTC or other Governmental Authority under any applicable Antitrust antitrust Laws with respect to any such filing. The Company shall use its Reasonable Efforts (i) to furnish to Biomet, Merger Sub and Parent all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Offer and/or transactions contemplated by this Agreement and (ii) to promptly obtain any clearance required under the MergerHSR Act and any other antitrust or foreign competition Laws for the consummation of the transactions contemplated by this Agreement and shall promptly inform Biomet and Parent of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings. The Company shall promptly inform Biomet and Parent of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction.

Regulatory Filings. (a) Each If the parties hereto determine that a filing with the United States Federal Trade Commission and the United States Department of Justice is required under applicable laws with respect to (i) the Shares (or the Parent and Acquisition Sub Series X Shares), (and their respective Affiliatesii) the exercise of Warrants, if or (iii) to permit the exercise of any rights that can be exercised by the holders of the Shares (or Parent Series X Shares) following any Event of Noncompliance or Special Event of Noncompliance (each as defined in the Certificate of Designations or the Parent Certificate of Designations, as applicable), on then the one handparties shall, and the Companyas promptly as practicable, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following (A) the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions Agreement with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable respect to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to Shares (or the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws de-SPAC Transactions with respect to the Offer and/or Parent Series X Shares), (B) following notice from Purchaser to the MergerCompany with respect to Purchaser’s planned exercise of the Warrants, or (C) the delivery of the applicable notice of an Event of Noncompliance or Special Event of Noncompliance (each as defined in the Certificate of Designations or the Parent Certificate of Designations, as applicable), as applicable, file or cause to be filed with the United States Federal Trade Commission and the United States Department of Justice, the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (“HSR Act”). Further, if the Purchaser determines that any other filing or approval with or from any Governmental Entity or any other Person is required pursuant to applicable Law or Contract to permit the exercise of any rights that can be exercised by the holders of the Shares (or Parent Series X Shares) following any Event of Noncompliance or Special Event of Noncompliance, then the Company shall, as promptly as practicable following such Event of Noncompliance or Special Event of Noncompliance, take all actions reasonably requested by the Purchaser with respect to such filings or approvals to permit the exercise of any rights that can be exercised by the holders of the Shares (or Parent Series X Shares) following any Event of Noncompliance or Special Event of Noncompliance, including with respect to Aspiration Financial, LLC (or any other Subsidiary of the Company subject to comparable Law), recommending to the board of any registered investment company for which it acts as investment adviser to take or recommend all actions reasonable necessary to effect the foregoing (including calling any requisite meetings, approving any requisite Contracts, approving and mailing requisite proxy materials and recommending approval of the foregoing to applicable shareholders). The parties hereto shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary to effect the foregoing.

Regulatory Filings. (a) Each of Parent WuXi and Acquisition Sub (and their respective Affiliatesthe Company shall, if applicable)immediately after the execution hereof, on make any initial filings required under the one handHSR Act, and immediately after the Companyexecution hereof, make any other additional filings required by any other applicable Antitrust Laws. The parties 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 the other hand, shall (x) file behalf of any party hereto in connection with the FTC and the Antitrust Division of the DOJ a Notification and Report Form proceedings under or relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from or any foreign or other Antitrust Law; provided, however, that with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, each of WuXi and the date following execution and delivery Company need not supply the other (or its counsel) with copies (or in case of this Agreement but in no event later than ten (10oral presentations, a summary) Business Days following to the execution and delivery extent that any law, treaty, rule or regulation of any Governmental Entity applicable to such party requires such party or its subsidiaries to restrict or prohibit access to any such properties or information. For purposes of this Agreement, “Antitrust Laws” shall mean the HSR Act and any other 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. Each party will notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto, and (yii) file comparable pre-merger any request by any officials of any Governmental Entity for amendments or post-merger notification filingssupplements to any filings made pursuant to, forms and submissions with or information provided to comply in all material respects with, any foreign Governmental Authority Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 5.3(b), each party will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. The Company agrees not to participate in any meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed Transactions unless it consults with the other Antitrust Laws as soon as reasonably practicable from party in advance and, to the date following execution extent not prohibited by such Governmental Entity, gives WuXi the opportunity to attend and delivery participate. Notwithstanding anything in this Agreement to the contrary (including the other provisions of this Section 5.3), if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement but in no event later than ten (10) Business Days following the execution as violative of any Antitrust Law, it is expressly understood and delivery of this Agreement. Each of Parent and the Company shall agreed that: (i) cooperate and coordinate with the WuXi shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other in the making of such filingsorder, whether temporary, preliminary or permanent, brought by or before an administrative tribunal, court or other similar body; (ii) supply the other with any information that may WuXi shall be required in order under no obligation to make such filingsproposals, execute or carry out agreements or submit to orders providing for a Divestiture and (iii) supply any additional information that reasonably the Company may be required not conduct or requested by agree to conduct a Divestiture without the FTC, the DOJ or the Governmental Authorities prior written consent of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.WuXi. “

Regulatory Filings. (a) Each of Parent and Acquisition Sub the Parties shall use its commercially reasonable efforts to (and their respective Affiliatesi) as promptly as practicable, if applicableobtain from any Governmental Authority any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or Order required to be obtained or made by such Party or any Retail Group Member (including those items set forth on Schedule 5.02(a) or 5.02(b)), on the one handor to avoid any Litigation by any Governmental Authority, and the Company, on the other hand, shall (x) file in each case in connection with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following authorization, execution and delivery of this Agreement but in no event later than ten and all other Transaction Documents and the consummation of the transactions contemplated herein and therein and (10ii) Business Days following the execution and delivery of this Agreementas promptly as practicable, make (if not already made) all necessary filings, and (y) file comparable prethereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including the Xxxx-merger or postXxxxx-merger notification Xxxxxx Act and any other antitrust Laws; provided, however, that the Buyer Parties and the Sellers shall cooperate with each other in connection with the making of all such filings, forms including providing copies of all such non-proprietary documents to the non-filing Party and submissions its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Each Party shall promptly furnish to the other all information required for any application or other filing to be made by the other pursuant to any applicable Law in connection with any foreign Governmental Authority that is required the transactions contemplated by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order Party agrees to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicablemake, and to obtain cause its Affiliates to make (if not already made), any required consents necessary filings under the Xxxx-Xxxxx-Xxxxxx Act and any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust antitrust Laws with respect to the Offer and/or transactions contemplated by this Agreement no later than five (5) Business Days after execution of this Agreement. The Buyer Parties will not, and will not permit their Affiliates to, consent or agree to any voluntary delay of the Mergerconsummation of the transactions contemplated by this Agreement without the prior written consent of the Sellers, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, Buyer Parties and their Affiliates shall not have any obligation to dispose of any assets (currently owned or to be acquired in this transaction) or to otherwise make any changes to its business operations in connection with the Xxxx-Xxxxx-Xxxxxx Act and any other antitrust Laws.

Regulatory Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than Within ten (10) Business Days following days after the execution date hereof, the Parties shall make, or cause to be made, the filing required (if any) of each of them or any of their respective Subsidiaries or Affiliates, including the Group Companies, under the HSR Act with respect to the Acquisition. In connection therewith, if requested by Buyer, the Parties shall request early termination of any waiting period under the HSR Act. The Parties hereto shall make, or cause to be made, as promptly as practicable, all filings necessary to obtain all Regulatory Approvals (other than the HSR Approval or other filings under Antitrust Laws) as set forth in Schedule 7.01. Buyer and delivery of this AgreementSeller shall, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and Seller shall cause the Company shall to: (i) cooperate and coordinate with the other Parties in the making of such filings, any filings or submissions that are required to be made under any applicable Laws or requested to be made by any Governmental Entity in connection with the Transactions; (ii) supply the other with respond to any requests for additional information that may be required in order to make such filings, made by any Governmental Entity; (iii) supply any additional information that reasonably may be required or requested by upon the FTCterms and subject to the conditions set forth in this Agreement, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use their reasonable best efforts to take all action necessary to cause the expiration or termination of the any applicable waiting periods under the HSR Act or other Antitrust any applicable Laws as soon as reasonably practicable; (iv) provide the other Parties with a reasonable opportunity to review and comment on any filing, submission, response to an information request or other (verbal or written) communication to be submitted or made to any Governmental Entity, except for the premerger notification and report forms (and any attachments thereto) prepared and submitted pursuant to the HSR Act, written communications regarding the same, or documents or information submitted in response to any formal or informal request from the FTC or DOJ for additional information or documents pursuant to the HSR Act, to the extent that any such material reveals any Party’s negotiating objectives, strategies, or consideration expectations, in which event such material may be withheld or its disclosure limited to the other Party’s external counsel, and to obtain such receiving Party shall consider any required consents under such received comments in good faith; (v) advise the other Parties (and, where applicable, provide a copy) of any other Antitrust Laws applicable written or verbal communications that it receives from any Governmental Entity in respect of such filings (including in respect of any supplementary filings or submissions) and otherwise in connection with satisfying the Regulatory Approvals, except for the premerger notification and report forms (and any attachments thereto) prepared and submitted pursuant to the Offer and/or HSR Act, written communications regarding the Merger as soon as practicablesame, and or documents or information submitted in response to avoid any impediment formal or informal request from the FTC or DOJ for additional information or documents pursuant to the consummation of HSR Act, to the Offer extent that any such material reveals any Party’s negotiating objectives, strategies, or the Merger under any Antitrust Lawsconsideration expectations, including using reasonable best efforts to take all in which event such action as reasonably material may be necessary withheld or its disclosure limited to resolve the other Party’s external counsel; and (vi) provide the other Party with a reasonable opportunity to participate in any meetings with any Governmental Entity (subject to any opposition by a Governmental Entity to a particular Party’s participation in such objections, if any, as the FTC, the DOJmeeting) and participate in, or review, any other material communication before it is made to any Governmental Authority Entity. Notwithstanding the foregoing, each Party has the right to redact or Person otherwise exclude a Party from receiving any confidential competitively sensitive information required to be shared under this Section 7.01(a), in which event disclosure of such material may assert under any applicable Antitrust Laws with respect be limited to the Offer and/or other Party’s external counsel. The Parties shall not agree to an extension of any waiting period or review being undertaken by a Governmental Entity without the Mergerother Party’s prior written consent.

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (xi) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than within ten (10) Business Days following of the execution and delivery of this Agreement, date hereof and (yii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from Laws. Except where prohibited by applicable Law and subject to the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Confidentiality Agreement. Each , each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, Laws and (iv) use their reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and to obtain the Company, on the other hand, shall promptly inform the other of any required consents under communication from any other Antitrust Laws applicable Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. Each party, to the Offer and/or the Merger as soon as practicableextent practical, shall give notice of, and permit the other party (including its legal counsel) to avoid review, any impediment to the consummation communication given by it to, and consult with such other party in advance of the Offer any meeting or the Merger under any Antitrust Lawsconference with, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, DOJ or other Governmental Authority or, in connection with any proceeding by a private party, with any other Person and to the DOJextent permitted by such Governmental Authority or other Person, give such other party the opportunity to attend and participate in such meetings and conferences. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the Offer and/or other party, an appropriate response in compliance with such request. Notwithstanding anything in this Agreement to the contrary, neither Parent nor Merger Sub is required to, or to cause any of its Affiliates to, divest, hold separate or otherwise dispose of any assets contemplated by the Merger.

Regulatory Filings. (a) Each of Parent The Operational Companies and Acquisition Sub (Seller shall, within ten Business Days after the date hereof, or such later time as the parties agree, make or cause to be made all filings and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division submissions required of the DOJ a Notification Operational Companies and Report Form relating Seller under any Laws or regulations applicable to this Agreement the Operational Companies and Seller for the consummation of the transactions contemplated hereby as required herein. The Operational Companies and Seller agree to use their reasonable best efforts, to take, or cause to be taken, all actions necessary to expeditiously consummate the transactions contemplated by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, including consenting to all divestitures or licenses of assets, supply or exchange agreements, hold separate agreements, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any such other Antitrust Laws actions as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make obtain any and all necessary governmental, judicial or regulatory actions or non-actions, orders, waivers, consents, clearances, extensions and approvals. If suit or other action is threatened or instituted by any Governmental Authority or other entity challenging the validity or legality, or seeking to restrain the consummation of the transaction contemplated by this Agreement, Seller shall use reasonable best efforts to avoid, resist, resolve or, if necessary, defend such filings, (iii) supply any additional information that reasonably may be required suit or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, action and (iv) shall use reasonable best efforts to take all action any steps necessary to cause the expiration avoid or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, eliminate each and to obtain any required consents every impediment under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicableantitrust, and to avoid any impediment to the consummation of the Offer competition or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably trade regulation Law that may be necessary to resolve such objections, if any, as the FTC, the DOJ, or asserted by any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or transactions contemplated by this Agreement so as to enable the MergerClosing to occur as soon as reasonably possible (and in any event no later than the Outside Date), provided that, for the avoidance of doubt, nothing herein shall require Seller to defend or pursue any such suit or action following the Outside Date. The Operational Companies and Seller shall coordinate and cooperate with Purchaser in exchanging such information and providing such assistance as Purchaser may reasonably request in connection with all of the foregoing.

Regulatory Filings. (a) Each of Parent and Acquisition Sub (shall, and shall cause their respective Affiliates, if applicable), on the one handAffiliates to, and the CompanyCompany shall, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall use reasonable best efforts to (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that reasonably may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts subject to Section 8.2(d), take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or or the Merger. Parent and the Company shall each pay one half (1/2) of all filing fees under the HSR Act and any fees or other payments to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under the applicable Antitrust Laws.

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the CompanyCompany (and its respective Affiliates, if applicable), on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Transactions as required by the HSR Act as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) (i) file comparable pre-pre- merger or notification filings, forms and submissions with any foreign Governmental Authority that are required by any other Antitrust Laws as soon as practicable after the date of this Agreement but in no event later than thirty (30) days following the execution and delivery of this Agreement and (ii) file post-merger notification filings, forms and submissions with any foreign Governmental Authority that is are required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this AgreementClosing Date. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) subject to customary confidentiality arrangements as between the parties hereto, supply the other with any information that reasonably may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in applicable jurisdictionin which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all includingtaking such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or Merger, provided that notwithstanding the Mergerforegoing, no party hereto shall be required to litigate with a Governmental Authority or effect or commit to, by consent decree,hold separate orders, or otherwise, (i) the sale, divestiture, license or other disposition or holding separate (throughthe establishment of a trust or otherwise) of any assets or categories of assets of Parent, Merger Sub, the Guarantors, the Company or their respective Subsidiaries or Affiliates, or (ii) the imposition of any limitation or regulation on the ability of Parent, Merger Sub, the Guarantors, the Company or their respective Subsidiaries or Affiliates to freely conduct their business or own such assets (an "Antitrust Required Action").

Regulatory Filings. (a) Each of Parent Newco and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (xi) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten within twenty (1020) Business Days following the execution and delivery of this Agreement, and (yii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent Newco and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be reasonably required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use their reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable. Each of Newco and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and to obtain the Company, on the other hand, shall promptly inform the other of any required consents under communication from any other Antitrust Laws applicable Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Offer and/or the Merger as soon as practicable, and to avoid any impediment transactions contemplated by this Agreement pursuant to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, HSR or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the Offer and/or other party, an appropriate response in compliance with such request. Notwithstanding the Mergerforegoing, neither Newco nor any of its Affiliates shall be required to divest or hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to (or its ability to retain), any of its businesses, assets or product lines or that otherwise would reasonably be expected to materially adversely affect the benefits that Newco and its Affiliates expect to derive from the transactions contemplated by this Agreement.

Regulatory Filings. (a) Each To the extent required by applicable Law in connection with a Subsequent Closing, the Parties shall make, or cause to be made, the filing required (if any) of Parent and Acquisition Sub (and each of them or any of their respective Subsidiaries or Affiliates, if applicable)including the Group Companies, on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by under the HSR Act with respect to the Acquisition. In connection therewith, if requested by Buyer, the Parties shall request early termination of any waiting period under the HSR Act. The Parties hereto shall make, or cause to be made, as soon promptly as reasonably practicable from practicable, all filings necessary to obtain all Regulatory Approvals (other than the date following execution HSR Approval or other filings under Antitrust Laws) as set forth in Schedule 7.01. As applicable, Buyer and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this AgreementSeller shall, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and Seller shall cause the Company shall to: (i) cooperate and coordinate with the other Parties in the making of such filings, any filings or submissions that are required to be made under any applicable Laws or requested to be made by any Governmental Entity in connection with the Transactions; (ii) supply the other with respond to any requests for additional information that may be required in order to make such filings, made by any Governmental Entity; (iii) supply any additional information that reasonably may be required or requested by upon the FTCterms and subject to the conditions set forth in this Agreement, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use their reasonable best efforts to take all action necessary to cause the expiration or termination of the any applicable waiting periods under the HSR Act or other Antitrust any applicable Laws as soon as reasonably practicable; (iv) provide the other Parties with a reasonable opportunity to review and comment on any filing, submission, response to an information request or other (verbal or written) communication to be submitted or made to any Governmental Entity, except for the premerger notification and report forms (and any attachments thereto) prepared and submitted pursuant to the HSR Act (if applicable), written communications regarding the same, or documents or information submitted in response to any formal or informal request from the FTC or DOJ for additional information or documents pursuant to the HSR Act (if applicable), to the extent that any such material reveals any Party’s negotiating objectives, strategies, or consideration expectations, in which event such material may be withheld or its disclosure limited to the other Party’s external counsel, and to obtain such receiving Party shall consider any required consents under such received comments in good faith; (v) advise the other Parties (and, where applicable, provide a copy) of any other Antitrust Laws applicable written or verbal communications that it receives from any Governmental Entity in respect of such filings (including in respect of any supplementary filings or submissions) and otherwise in connection with satisfying the Regulatory Approvals, except for the premerger notification and report forms (and any attachments thereto) prepared and submitted pursuant to the Offer and/or HSR Act (if applicable), written communications regarding the Merger as soon as practicablesame, and or documents or information submitted in response to avoid any impediment formal or informal request from the FTC or DOJ for additional information or documents pursuant to the consummation of HSR Act (if applicable), to the Offer extent that any such material reveals any Party’s negotiating objectives, strategies, or the Merger under any Antitrust Lawsconsideration expectations, including using reasonable best efforts to take all in which event such action as reasonably material may be necessary withheld or its disclosure limited to resolve the other Party’s external counsel; and (vi) provide the other Party with a reasonable opportunity to participate in any meetings with any Governmental Entity (subject to any opposition by a Governmental Entity to a particular Party’s participation in such objections, if any, as the FTC, the DOJmeeting) and participate in, or review, any other material communication before it is made to any Governmental Authority Entity. Notwithstanding the foregoing, each Party has the right to redact or Person otherwise exclude a Party from receiving any confidential competitively sensitive information required to be shared under this Section 7.01(a), in which event disclosure of such material may assert under any applicable Antitrust Laws with respect be limited to the Offer and/or other Party’s external counsel. The Parties shall not agree to an extension of any waiting period or review being undertaken by a Governmental Entity without the Mergerother Party’s prior written consent.

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub shall (and shall cause their respective AffiliatesAffiliates to, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ United States Department of Justice a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign the Governmental Authority that is required by any other Antitrust Laws Authorities set forth on Section 7.2 of the Company Disclosure Letter as soon as reasonably practicable from after the date following execution and delivery of this Agreement but and in no any event later than ten (10) Business Days following before the execution and delivery expiration of this Agreementany applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that reasonably may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ Antitrust Division of the United States Department of Justice or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) subject to the terms of this ‎Section 7.2, use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents Approvals under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, Antitrust Division of the United States Department of Justice or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (shall, and shall cause their respective AffiliatesAffiliates to, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division applicable Governmental Authority in each of the DOJ a Notification and Report Form relating to this Agreement and jurisdictions listed on ‎Section 7.2‎‎(a) of the transactions contemplated hereby Company Disclosure Letter, the notifications as required by the HSR Act their respective Antitrust Laws, in each case as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign other Governmental Authority that is required by any other Antitrust Laws as listed on ‎Section 7.2‎(a) of the Company Disclosure Letter as soon as reasonably practicable from after the date following execution and delivery of this Agreement but and in no any event later than ten (10) Business Days following before the execution and delivery expiration of this Agreementany applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the any Governmental Authorities of any other jurisdiction Authority in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws applicable to the Merger as soon as practicablepracticable (and in any event, prior to the Outside Date), including by seeking early termination thereof, to the extent applicable, to not take any action with the effect of extending any review or waiting period under applicable Antitrust Laws, (unless as expressly requested by the applicable Governmental Authority) and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicablepracticable (and in any event prior to the Outside Date), and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. The Company and the Purchasers shall, as promptly as reasonably practicable, (ai) Each of Parent and Acquisition Sub make or cause their Affiliates to make all required filings with the U.S. Federal Trade Commission (and their respective Affiliates, if applicable“FTC”), on the one hand, Department of Justice (“DOJ”) and the Company, on the any other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as governmental entity required by under the HSR Act as soon as reasonably practicable from with respect to the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filingsTransactions, (ii) supply the other with any information that may be required in order make or cause their Affiliates to make such filings, any filing or notice required under any other antitrust or competition law or other law or regulation agreed by the parties to be applicable to the Transactions (iii) supply provide any additional supplemental information that reasonably may requested in connection with the HSR Act or such other antitrust, competition or other laws or regulations as promptly as practicable after such request is made; provided the Purchasers shall not be required or requested by the FTC, the DOJ or the Governmental Authorities obligated to make any disclosures in violation of any other jurisdiction in which any such filing is made under any other Antitrust Laws, their obligations to their investors; and (iv) use their reasonable best efforts to take obtain, or cause to be obtained, all action consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary in connection with the Transactions; provided that nothing in this Section 6.6 shall require, or be construed to cause require, the expiration Purchasers or termination any of their Affiliates to agree to (x) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of the applicable waiting periods Purchasers or any of their Affiliates; (y) any material conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests; or (z) any material modification or waiver of the terms and conditions of this Agreement. The Company and each Purchaser shall, and shall cause its Affiliates to, furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act or such other Antitrust Laws as soon as practicableapplicable law or which is otherwise requested by the FTC or DOJ or other governmental entity and shall keep each other apprised of the status of any communications with, and to obtain any required consents under any inquiries or requests for additional information from, the FTC and DOJ or other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation governmental entity. The Company shall bear all filing fees of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts Parties incurred pursuant to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergerthis Section 6.6.

Regulatory Filings. (a) Each In furtherance and not in limitation of Parent the terms of Section 6.01(a) and Acquisition Section 6.01(b), each of Parent, Merger Sub (and the Company will, and will cause their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall to use their respective reasonable best efforts to (xi) file with the FTC United States Federal Trade Commission (“FTC”) and the Antitrust Division of the DOJ United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Merger as required by the HSR Act as soon as reasonably practicable from promptly following the date following execution and delivery of this Agreement but and in no any event later than ten within fifteen (1015) Business Days following the execution and delivery date of this Agreement, Agreement and (yii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is are required by any other Antitrust applicable Regulatory Laws as soon as reasonably practicable from in connection with the date following execution and delivery of this Agreement but Merger (including in no event later than ten (10) Business Days following the execution and delivery of this Agreementorder to obtain Required Regulatory Approvals). Each of Parent and the Company shall will (iA) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other in the making of such filings, (iiB) use its respective reasonable best efforts to supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings, (iiiC) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Lawsmade, and (ivD) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods under pursuant to the HSR Act or and any other Antitrust Regulatory Laws applicable to the Merger and (2) obtain any required consents pursuant to any Regulatory Laws applicable to the Merger, in each case as soon as practicable, (E) where reasonably practicable, prior to independently participating in any material meeting or engaging in any substantive conversation with any Governmental Authority where such meeting or conversation is substantially related to any such filings or investigations relating thereto, provide notice to the other Party or its relevant counsel of such meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to the other Party and its counsel to obtain attend or participate, (F) prior to making any required consents substantive written submission to any Governmental Authority relating to any investigation into the Transactions under any other Antitrust Regulatory Laws applicable to the Offer and/or Merger (whether voluntary or required, and regardless of format), provide a copy to counsel for such other party, a reasonable opportunity to provide input on such submission, and the submitting party shall consider such comments in good faith prior to making submission, and (G) promptly provide the other party (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Authority in connection with any filing or submission under any Regulatory Laws applicable to the Merger. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will promptly inform the other of any communication from any Governmental Authority regarding the Merger as soon as practicable, and to avoid in connection with such filings. If any impediment party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the consummation of Merger pursuant to the Offer HSR Act or any other Regulatory Laws applicable to the Merger under any Antitrust LawsMerger, including using then such Party will use reasonable best efforts to take all such action make (or cause to be made), as soon as reasonably may be necessary to resolve practicable and after consultation with the other Parties, an appropriate response in compliance with such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergerrequest.

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (shall, and shall cause their respective AffiliatesAffiliates to, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with (1) the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, and (2) the applicable Governmental Authority in each of Austria and Germany the notifications as required by their respective Antitrust Laws, in each case as soon as reasonably practicable from after the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this AgreementAgreement (with respect to the Notification and Report Form referred to in clause (1) above) or fifteen (15) Business Days following the execution and delivery of this Agreement (with respect to the notifications referred to in clause (2) above), (y) submit to the Israeli Anti Trust Authority (“IAA”) a joint (by Company and Parent) request to exempt the parties from filing a notification under the Israeli Restrictive Trade Practices Law-1988 in connection with the Merger (“Merger Notification”), as soon as practicable after the date of this Agreement but in no event later than five (5) Business Days following the execution and delivery of this Agreement (and, if such joint request is rejected by the IAA, file with the IAA, as soon as practicable after receipt of such rejection by the IAA but in no event later than five (5) Business Days thereafter), such Merger Notification, and (yz) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign other Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but and in no any event later than ten (10) Business Days following before the execution and delivery expiration of this Agreementany applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ DOJ, the IAA or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, the IAA or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. (a) Each Purchaser shall, within ten Business Days after the date hereof, make or cause to be made all filings and submissions required of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on Purchaser under any Laws or regulations applicable to Purchaser for the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division consummation of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required herein. Purchaser agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to expeditiously consummate the transactions contemplated by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger provided, however, that notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any of its subsidiaries shall be required to agree to any divestitures where such divestitures collectively would result in a loss of revenue generated by Purchaser its Subsidiaries, the Purchased Companies and/or Joint Venture Entities collectively, in excess of $45 million based on the revenue calculations set forth in Schedule 8.03(a). If suit or post-merger notification filings, forms and submissions with other action is threatened or instituted by any foreign Governmental Authority that is required or other entity challenging the validity or legality, or seeking to restrain the consummation of the transaction contemplated by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent , Purchaser shall use reasonable best efforts to avoid, resist, resolve or, if necessary, defend such suit or action and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action any steps necessary to cause avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the expiration transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date); provided that, for the avoidance of doubt, nothing herein shall require Purchaser to defend or termination of pursue any such suit or action following the applicable waiting periods Outside Date. Purchaser shall be responsible for all filing fees under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any such other Antitrust Laws or regulations applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation Purchaser. Purchaser shall request early termination of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the MergerHSR Act waiting period.

Regulatory Filings. (a) Each of Parent and Acquisition Sub Elevation (and their respective its Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (xi) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (yii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent Elevation and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use their reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable. Elevation (and its Affiliates, if applicable), on the one hand, and to obtain the Company, on the other hand, shall promptly inform the other of any required consents under communication from any other Antitrust Laws applicable Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Offer and/or the Merger as soon as practicable, and to avoid any impediment transactions contemplated by this Agreement pursuant to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, HSR or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the Offer and/or the Mergerother party, an appropriate response in compliance with such request.

Regulatory Filings. (a) Each of Parent and Acquisition Merger Sub (shall, and shall cause their respective AffiliatesAffiliates to, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ United States Department of Justice a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, as soon as reasonably practicable from after the date of this Agreement but in no event later than fifteen (15) Business Days following the execution and delivery of this Agreement, (y) submit to the Israeli Anti-Trust Authority (“IAA”) a joint (by Company and Parent) request to exempt the parties from filing a notification under the Israeli Restrictive Trade Practices Law-1988 in connection with the Merger (“Merger Notification”), as soon as practicable after the date of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this AgreementAgreement (and, if such joint request is rejected by the IAA, file with the IAA, as soon as practicable after receipt of such rejection by the IAA but in no event later than ten (10) Business Days thereafter), such Merger Notification, and (yz) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign other Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from after the date following execution and delivery of this Agreement but and in no any event later than ten (10) Business Days following before the execution and delivery expiration of this Agreementany applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ Antitrust Division of the United States Department of Justice, the IAA or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents Approvals under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJAntitrust Division of the United States Department of Justice, the IAA or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger.

Regulatory Filings. (a) Each of Parent and Acquisition Sub As soon as practicable following the date hereof (and their respective Affiliateswith respect to the filings required under the HSR Act, if applicablewithin five (5) Business Days after the date hereof), on the one hand, Parties shall make or cause to be made all filings and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating submissions required under any Laws or regulations applicable to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten herein (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms which filings and submissions with any foreign Governmental Authority that is shall request early termination of the waiting periods thereunder) and, in each case, to the extent required by any other Antitrust under the applicable Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreementor regulations. Each of Parent and the Company The Parties shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use their respective reasonable best efforts to take provide or cause to be provided promptly all action necessary assistance and cooperation to cause allow the expiration other Parties to prepare and submit any filings or termination of the applicable waiting periods submissions under the HSR Act or other Antitrust applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Laws, including providing to the other Parties any information that such other Parties may from time to time reasonably require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. Subject to applicable Laws as soon as practicablerelating to the exchange of information, the Company and Purchaser will have the right to review in advance, and to obtain the extent practicable will consult with the other on, all the information that appears in any required consents under any other Antitrust Laws applicable such filings. In exercising the foregoing right, each Party will act reasonably and as promptly as practicable. Purchaser will pay all fees associated with all filings and submissions referred to in this Section 6.6(a); provided, however, that after the filing of the initial notification submitted pursuant to the Offer and/or the Merger as soon as practicableHSR Act or other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Laws, each Party shall be responsible for paying all out-of-pocket fees and to avoid any impediment expenses incurred by such Party or its Affiliates in connection with or relating to the consummation review of the Offer transactions contemplated hereby pursuant to the HSR Act or the Merger under any Antitrust Lawsother applicable foreign, including using reasonable best federal, state or supranational antitrust, competition, fair trade or similar Laws or such Party’s efforts to take all such action as reasonably may be necessary consummate the transactions contemplated hereby pursuant to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Mergerthis Section 6.6.