Common use of Appropriate Actions Clause in Contracts

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall (and the Company shall cause its Subsidiaries to) each use their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent or any of its Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish 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; (v) keep the other party informed in all material respects of any communication received by such party from, or given by such party to, any Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ix) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries).

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent Parties shall (and the Company shall cause its Subsidiaries their applicable Affiliates to) each use their its respective reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties Party in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable, and in any event, no later than the Outside Date; (ii) obtain from any Governmental Entities Authorities any actions, non-actions, clearances, waivers, consents, approvals, waiting period expirations or terminations, permits or orders required to be obtained by Seller, the Company Company, or Parent Buyer or any of its Subsidiaries their Affiliates in connection with the authorization, execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby in the most expeditious manner practicable, and in any event no later than the Outside Date; (iii) make all registrationsGovernmental Filings (in each case, filings, notifications or submissions promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to this Agreementthe transactions contemplated hereby and thereby, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will Governmental Filing shall be made as promptly as practicable no later than ten (10) Business Days after the date of this Agreement; unless the Parties mutually agree on a later filing date; and provided, that any failure to make such filing within ten (10) Business Days after the date hereof shall not constitute a breach of this Agreement so long as such filing is made as promptly as reasonably practicable thereafter) and no such filing shall be withdrawn without the other Party’s written consent and (B) any other applicable Law; (iv) furnish to the other Party all information required for and assistance as reasonably requested in good faith in connection with the preparation and submission of any application or other filing Governmental Filings to be made by such Party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other Party in connection with any Governmental Filings (including, to provide counsel for the other party with copies of all Governmental Filings made by such Party, and all correspondence between such Party (and its advisors) with any Governmental Authority and any other information supplied by such Party and such Party’s Affiliates to, or received from, a Governmental Authority relating to the transactions contemplated hereby and, if requested by the other Party, to consider in good faith all reasonable additions, deletions or changes suggested by the other Party); (vi) keep the other party Party informed in all material respects of any material communication received by such party Party from, or given by such party Party to, any Governmental Entity Authority and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity case, relating to the transactions contemplated by this Agreement and the Ancillary Agreements, including by promptly informing the other Party of any such communication and by promptly providing the other Party with copies of all written communications and filings to or from any Governmental Authority; (vii) provide the other Party with reasonable advance notice of any material communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such Governmental Filings; (viii) consult and cooperate, and consider in good faith the views of other Party, in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private party or on behalf of either Party in connection with proceedings relating theretoto or arising out of such Governmental Filings; (viiix) obtain all necessary consentsnot participate independently in any meeting or telephone conference, approvals or waivers from third parties; provided that none engage in any other substantive conversation, with any Governmental Authority in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving, to the extent reasonably practicable, the other Party reasonable prior notice of the Companymeeting or conversation and, Parent unless expressly prohibited by such Governmental Authority, the opportunity to attend or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consentsparticipate; (viiix) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or materially delay the consummation of the transactions contemplated herebyhereby and thereby, including vigorously defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby or thereby; and (ixxi) execute and deliver any additional instruments or agreements necessary to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable, and in any event no later than the Outside Date; provided, however, that in the event of any disagreement between the Parties, the determination of Buyer with respect to strategy with a Governmental Authority or the content of any submissions to a Governmental Authority shall be final and conclusive. No parties Without limiting the foregoing, any Party may, as it deems advisable and necessary, (1) redact materials as necessary to remove references concerning the valuation of the Rolling Mill Business and all activities in connection therewith or matters other than the Rolling Mill Business, (2) as necessary to comply with contractual obligations, and (3) reasonably designate any competitively sensitive material provided to the other Party under this Agreement Section 5.9 as “outside counsel only.” Such (“outside counsel only”) 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, officers or directors of the recipient, unless express written permission is obtained in advance from the source of such materials. Neither Party shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest request of any Governmental Entity Authority without the written consent of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries)Party.

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its Subsidiaries their applicable Affiliates to) each use their its respective reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties party in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable; (ii) obtain from any Governmental Entities Authorities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent Seller, Buyer or any of its Subsidiaries their respective Affiliates in connection with the authorization, execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby; (iii) make all registrationsGovernmental Filings (in each case, filings, notifications or submissions promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to this Agreementthe transactions contemplated hereby and thereby, the Offer and the Merger required under (A) any applicable federal Competition Law (such Governmental Filings shall be made as soon as required, practicable or state securities Laws, otherwise as agreed to by the parties) and (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish all information reasonably required for any application or other filing Governmental Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other party in connection with any Governmental Filings (including, to provide copies of all such Governmental Filings to outside counsel for the non-filing party and, if requested by the other party, to accept all reasonable additions, deletions or changes suggested by the other party); (vi) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any communication received or given Authority, in each case, relating to Governmental Filings made in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; (vii) provide the other party, to the extent practicable, with prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such Governmental Filings; (viii) consult and cooperate with each other party in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private or on behalf of any party in connection with proceedings relating thereto; (vii) obtain all necessary consents, approvals to or waivers from third parties; provided that none arising out of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyGovernmental Filings; and (ix) execute and deliver not participate independently in any additional instruments necessary meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to consummate the transactions contemplated by this Agreementattend or participate. No parties Neither party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest request of any Governmental Entity Authority without the consent of the other parties party to this Agreement, which consent shall Agreement (not to be unreasonably withheld withheld, conditioned or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries).

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its Subsidiaries their applicable Affiliates to) each use their its respective commercially reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties party in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable, and in any event, no later than the Outside Date; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits Permits or orders required to be obtained by Seller, the Company, the Company Subsidiaries or Parent Buyer or any of its Subsidiaries their Affiliates in connection with the authorization, execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby (including updating, transferring, replacing, cancelling or obtaining (A) the Permits set forth in Section 3.15 of the Company Disclosure Letter and (B) applicable registrations with the Food and Drug Administration) in the most expeditious manner practicable, and in any event no later than the Outside Date; (iii) make all registrationsGovernmental Filings (in each case, filings, notifications or submissions promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to this Agreementthe transactions contemplated hereby and thereby, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will Governmental Filing shall be made as promptly as practicable no later than two (2) Business Days after the date of this Agreement) and no such filing shall be withdrawn without the other party’s written consent and (B) any other applicable Law; (iv) furnish all information reasonably required for any application or other filing Governmental Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other party in connection with any Governmental Filings (including, to provide counsel for the other party with copies of all Governmental Filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to, or received from, a Governmental Entity relating to the transactions contemplated hereby and, if requested by the other party, to accept all reasonable additions, deletions or changes suggested by the other party; provided, that copies of filings and other information may be redacted or withheld (A) to the extent that they concern the sale of the Business and all activities in connection therewith, the valuation of the Business or matters other than the Business or the transactions contemplated by this Agreement and (B) as necessary to comply with contractual arrangements); (vi) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity case, relating to the transactions contemplated by this Agreement and the Ancillary Agreements; (vii) provide the other party with prior written notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such Governmental Filings; (viii) consult and cooperate with each other party in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private or on behalf of any party in connection with proceedings relating theretoto or arising out of such Governmental Filings; (viiix) obtain all necessary consentsnot participate independently in any meeting, approvals or waivers from third parties; provided that none engage in any substantive conversation, with any Governmental Entity in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving the other party prior written notice of the Companymeeting or conversation (to the extent practicable) and, Parent to the extent permitted by such Governmental Entity, the opportunity to attend or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyparticipate; and (ixx) execute and deliver any additional instruments or agreements reasonably necessary to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable, and in any event no later than the Outside Date. No parties Neither party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest request of any Governmental Entity without the written consent of the other parties party to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries).

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its their applicable Subsidiaries to) each use their its respective commercially reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties party in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement in the most expeditious manner practicable; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent Purchaser or any of its their Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions (“Filings”) (in each case, promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to this Agreementthe transactions contemplated hereby, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust lawslaws (except as otherwise agreed by the parties, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will Filings shall be made as promptly as practicable no later than ten (10) Business Days after the date of this Agreement) and (B) any other applicable Law; (iv) furnish all information reasonably required for any application or other filing Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other party in connection with any Filings (including, to provide copies of all such Filings to outside counsel for the non-filing party and, if requested by the other party, to accept all reasonable additions, deletions or changes suggested by the other party); (vi) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding Proceeding by a private party, in each case case, relating to the transactions contemplated by this Agreement; (vivii) permit provide the other parties to review party with prior notice of any written communication delivered to with, and any proposed understanding, undertaking or agreement with, any Governmental Entity relating to the transactions contemplated by this Agreement or regarding any such Filings; (viii) consult and cooperate with each other party in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private or on behalf of any party in connection with proceedings relating theretoto or arising out of such Filings; (viiix) obtain all necessary consents, approvals or waivers from under Contracts with third parties; parties (provided that none of neither the Company, Parent or Merger Sub Company nor Purchaser shall be required to make any payment payments to any such third parties or concede anything of value to obtain such consents, approvals or waivers); (viiix) avoid the entry of, or have vacated or terminated, any decree, order, or judgment Judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ixxi) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreementhereby. No parties Neither party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties party to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries).

Appropriate Actions. (ai) Upon the terms and subject Subject to the conditions set forth in this Agreementprovisions of Sections 5.5 and 5.6 regarding superior proposals, the Company PSI and Parent PMR shall (and the Company shall cause its Subsidiaries to) each use their reasonable best efforts to promptly (iA) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities any actionsconsents, non-actionslicenses, clearancespermits, waivers, consents, approvals, permits authorizations or orders required to be obtained or made by the Company PMR or Parent PSI or any of its Subsidiaries their Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; herein, including, without limitation, the Merger, and (iii) make all registrations, necessary filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (Ax) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (By) the HSR Act and any other applicable antitrust laws, and (Cz) any other applicable Law; provided, however, PROVIDED that the Company PMR and Parent will PSI shall cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments documents to outside counsel for the non-filing party and including the timing of the initial filingsits advisors prior to filing and, which will be made as promptly as practicable after the date of this Agreement; (iv) if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. PSI and PMR shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of . PSI and PMR shall not take any communication received by such party fromaction, or given by such party torefrain from taking any action, any Governmental Entity the effect of which would be to delay or impede the ability of PSI and of any communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ix) execute and deliver any additional instruments necessary PMR to consummate the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries).

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its their applicable Subsidiaries to) each use their its respective reasonable best efforts promptly to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementTransactions in the most expeditious manner practicable; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent or any of its their Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions (“Filings”) (in each case, promptly after the date of this Agreement) which are necessary or advisable, and thereafter promptly make any other required submissionssubmissions and responses, with respect to the transactions contemplated by this Agreement, the Offer and the Merger required under Agreement including (A) any applicable federal or state securities Laws, (B) those required under the HSR Act and any such other applicable antitrust lawsforeign antitrust, and competition or merger control Law, as listed on Annex A (C) any other applicable Law; providedexcept as otherwise agreed by the parties, however, that such Filings under the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will HSR Act shall be made as promptly as practicable no later than ten (10) Business Days after the date of this Agreement, and such foreign Filings shall be made no later than twenty (20) Business Days after the date of this Agreement), except any foreign Filings that must be filed by an earlier date (B) the actions with respect to CFIUS and FOCI mitigation described in Section 6.9(c), and (C) Filings required under any other applicable Law, including submission of notification of the transactions contemplated by this Agreement to the United States Department of State at least sixty (60) days in advance of Closing pursuant to 22 C.F.R. § 122.4(b); (iv) furnish all information reasonably required for any application or other filing Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other parties in connection with any Filings (including to provide copies of all such Filings to outside counsel for the non-filing party and, if requested by the other party, to consider in good faith all reasonable additions, deletions or changes suggested by the other party); (vi) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case case, relating to the transactions contemplated by this Agreement; (vivii) permit provide the other parties to review prior notice of any written communication delivered to with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any Filings; (viii) consult and cooperate with each other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings relating to or arising out of the Filings; (ix) not participate independently in any meeting, primarily relating to the transactions contemplated by this Agreement or in connection and involving any substantive conversation, with any proceeding Governmental Entity in respect of any such Filings or any investigations or other inquiries relating thereto without giving the other parties prior notice of the meeting or conversation and, unless prohibited by a private party relating theretosuch Governmental Entity, the opportunity to attend or participate; (viix) obtain all necessary consents, approvals or waivers from under Contracts with third parties; parties (provided that none of the Company, Parent or Merger Sub shall be required to make any payment payments to any such third parties or concede anything of value to obtain such consents, approvals or waivers); (viiixi) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including vigorously defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (xii) in the case of the Company only, (A) obtain novation or termination of each contract (including those contracts listed in Section 6.9(a) of the Company Disclosure Schedule) performed at a Company facility other than the Arlington, Virginia facility (“Other Facilities”) that would involve access to classified information, or that would require the Company to hold a Facility Security Clearance (“FCL”) or any of the Company’s personnel to hold a Personnel Security Clearances (“PCL”) (a “6.9(a)(1) Contract”), (B) terminate all FCLs and related PCLs at all Other Facilities pursuant to Section 2-110 of the NISPOM, (C) receive written confirmation that each such FCL and related PCL was terminated and (ixD) obtain the assignment or termination of the contract set forth on Section 6.9(a)(2) of the Company Disclosure Schedule; and (xiii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreementhereby. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which it being understood that withdrawal of a Filing and subsequent refiling thereof by a party shall require the consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries)other party.

Appropriate Actions. (a) Upon the terms and subject Subject to the conditions set forth in this AgreementSection 5.6, each of the Company and Parent shall (and the Company shall cause its Subsidiaries to) each use their commercially reasonable best efforts to promptly (iA) take, or to cause to be taken, all actionsappropriate action, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement; Agreement as promptly as reasonably practicable, (iiB) obtain from Governmental Authorities any Governmental Entities any actionsconsents, non-actionslicenses, clearancespermits, waivers, consents, approvals, permits authorizations or orders required to be obtained or made by Parent or the Company or Parent or any of its Subsidiaries their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Authority (including, without limitation, those in connection with Antitrust Laws), in connection with the authorization, execution, execution and delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby; herein, (iiiC) make all registrations, filings, notifications or submissions which are necessary cause to be made the applications or advisable, and thereafter make filings required to be made by Parent or the Company or any other required submissions, of their respective Subsidiaries under or with respect to the HSR Act or any other Laws in connection with the authorization, execution and delivery of this Agreement, the Offer Agreement and the consummation of the Merger required under and the other transactions contemplated herein, 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 within ten (A10) any applicable federal or state securities LawsBusiness Days after the date hereof, (BD) comply at the earliest practicable date with any request under or with respect to the HSR Act and any such other applicable antitrust lawsLaws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with such applications or filings or the Merger and the other transactions contemplated by this Agreement and (E) coordinate and cooperate with, and give due consideration to all reasonable additions, deletions or changes suggested by the other party in connection with, making (1) any filing under or with respect to the HSR Act or any such other Laws, and (C2) any filings, conferences or other applicable Law; provided, however, that submissions related to resolving any investigation or other inquiry by any such Governmental Authority. Each of the Company and Parent will cooperate with each shall, and shall cause their respective affiliates to, furnish to the other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish all information required necessary for any such application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any communication received by such party from, or given by such party to, any Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ix) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No Each of the Company and Parent shall promptly inform the other of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such application or filing. If a party hereto desires to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry, then such party shall give the other party reasonable prior notice of such meeting and the opportunity to participate in such meeting. The parties to this Agreement shall consent coordinate 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 in connection with all meetings, actions and proceedings under or relating to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld such application or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries)filing.

Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent parties hereto shall (and the Company shall cause its Subsidiaries applicable Affiliates to) each use their its respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties hereto and their respective Affiliates in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements in the most expeditious manner practicable; (ii) subject to Section 5.7(b) and Section 5.7(c), obtain from any Governmental Entities Entity any actions, non-actions, approvals, clearances, waivers, consentspermits, approvals, permits licenses or orders required to be obtained by the Company Seller or Parent Buyer or any of its Subsidiaries their Affiliates in connection with the authorization, execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby; (iii) make all registrationsGovernmental Filings (in each case, filings, notifications or submissions promptly after the date of this Agreement unless filed prior to the date hereof) which are necessary or advisable, and thereafter promptly make any other required submissions, submissions and responses with respect to this Agreementthe transactions contemplated hereby and thereby, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable foreign competition or antitrust lawsLaw (such Governmental Filings required under the HSR Act shall be made no later than twenty (20) Business Days after the date of this Agreement; with respect to Governmental Filings required under any applicable foreign competition or antitrust Law, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made parties hereto shall use its respective reasonable best efforts to file as promptly as practicable after the date of this Agreementhereof) and (B) any other Law; (iv) furnish all information reasonably required for any application or other filing Governmental Filings to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other parties hereto in connection with any Governmental Filings (including providing copies of all such Governmental Filings to outside counsel for the non-filing party) and, if requested by another party hereto, to consider in good faith all reasonable additions, deletions or changes suggested by such other party hereto; (vi) to the extent reasonably practicable, provide the other parties with prior notice of any substantive communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such Governmental Filings (unless prohibited by Law); (vii) keep the such other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity case, relating to the transactions contemplated by this Agreement or and the Ancillary Agreements (unless prohibited by Law); (viii) reasonably consult cooperate with each other party hereto in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by a private or on behalf of either party hereto in connection with proceedings relating theretoto or arising out of such Governmental Filings and consider in good faith any reasonable comments such other party may have in such submissions; (viiix) obtain all necessary consentsnot participate independently in any meeting, approvals or waivers from third parties; provided that none engage in any substantive conversation, with any Governmental Entity in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving such other party prior notice of the Companymeeting or conversation and, Parent unless prohibited by such Governmental Entity, the opportunity to attend or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consentsparticipate; and (viiix) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated herebyhereby and the Ancillary Agreements, including vigorously defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby or thereby, except as otherwise provided in Section 5.7(a) of the Seller Disclosure Letter; provided, in each case, that each party need not disclose to any other party, and (ix) execute and deliver may redact from any additional instruments necessary information otherwise required to consummate the transactions contemplated by this Agreement. No parties be provided to another party or its counsel pursuant to this Agreement Section 5.7(a), any (x) personally identifiable information of any individual or (y) information that constitutes “confidential supervisory information”, and may disclose commercially sensitive information of Buyer, Seller, or any of their respective Affiliates (other than information primarily related to the Business) only to outside counsel for the other party and designate such information for treatment as “outside counsel only”. Neither party shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity by this Agreement without the prior written consent of the other parties to this Agreement, which party (such other party’s consent shall not be unreasonably withheld withheld, delayed or delayed. Notwithstanding anything in this Section 6.9(a), Parent shall not be required to take, propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise take or commit to take any actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiariesconditioned).