Common use of Efforts to Consummate Clause in Contracts

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original date of this Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent, Amalgamation Sub and the Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.047). Without limiting Each of Parent, Amalgamation Sub and the generality of the foregoing, each of the Parties Company shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions transactions contemplated by this Agreement. All costs incurred in connection with obtaining such consents, including the filing fees under the HSR Act and other Antitrust Laws, shall be borne equally by Parent and the Company. Each Party shall make an appropriate filing, if necessary, pursuant to the HSR Act and all other filings required by applicable Antitrust Laws with respect to the transactions contemplated by this Agreement promptly (and in any event, within fifteen (15) Business Days in the Transaction Agreements. Each Party shall (A) make all required case of filings pursuant to the HSR Act with respect to Act, and within twenty (20) Business Days in the Transactions promptly (and in any event within 10 Business Dayscase of all other filings required by applicable Antitrust Laws) following after the Original Agreement Date and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the Act or other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction AgreementAntitrust Laws. Without limiting the foregoing, (xi) Parent, Amalgamation Sub and the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, Company and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due , and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No each Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one handshall, and the Companyshall cause its Affiliates to, on the other hand, shall give counsel for the Company (in the case of Acquiror) take all actions that are reasonably necessary or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to as may be required by any Governmental Authority relating Entity to expeditiously consummate the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or transactions contemplated by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionthis Agreement.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain consummate the PIPE Investments as contemplated by Section 8.04Financing on the terms and subject to the conditions set forth in the PIPE Agreements). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities (including any applicable Competition Authorities) or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (Ai) make all submit notifications (including draft notifications, as applicable), filings, notices and other required filings submissions pursuant to the HSR Act Competition Laws of the other jurisdictions set forth on Schedule 8.01(a) with respect to the Transactions transactions contemplated by this Agreement as promptly (and in any event within 10 Business Days) as practicable following the Original date of this Agreement Date and (Bii) respond as promptly as reasonably practicable to any requests by any Governmental Authority (including any Competition Authorities) for additional information and documentary material that may be requested pursuant to the HSR Actany Competition Laws. Acquiror SPAC shall promptly inform the Company of any communication between AcquirorSPAC, on the one hand, and any Governmental AuthorityAuthority (including any Competition Authorities), on the other hand, and the Company shall promptly inform Acquiror SPAC of any communication between either the Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act any Competition Laws or enter into any agreement with any Governmental Authority not to consummate the TransactionsTransactions or by the other Transaction Agreements, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, SPAC and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent and the Parties Company shall use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as reasonably promptly as reasonably practicable after the Transactions (date hereof and in any event no later than the End Date the transactions contemplated by this Agreement, including (i) preparing as reasonably promptly as practicable all necessary applications, notices, petitions, filings, ruling requests and other documents and to obtain as reasonably promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the satisfaction of transactions contemplated by this Agreement (collectively, the closing conditions set forth in Article IX “Governmental Approvals”) and (ii) using reasonable best efforts as reasonably promptly as practicable taking all steps as may be necessary to obtain PIPE Investments as contemplated by Section 8.04)all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of the Parties shall use reasonable best efforts party hereto agrees to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions promptly transactions contemplated hereby and make an appropriate and complete filing in respect of the Governmental Approval(s) listed on Section 7.03(a) of the Company Disclosure Letter pursuant to applicable Regulatory Law with respect to the transactions contemplated hereby, in each case within ten (and in any event within 10 10) Business Days) Days following the Original Agreement Date and date of this Agreement, (B) respond make all other filings pursuant to other Regulatory Laws that are necessary, proper, or advisable to permit consummation of the transactions contemplated hereby as reasonably promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one handpracticable, and (C) not extend any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions period under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with the Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Authority Entity not to consummate the Transactionstransactions contemplated by this Agreement, except with the prior written consent of the other Partiesparties hereto. The Each of Parent and the Company will pay all filing fees in connection with shall supply as reasonably promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or any of its Affiliates advisable to agree to (i) sell, license cause the expiration or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets termination of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or applicable waiting periods under the HSR Act and obtain approval under any other Person or (ii) terminate, amend or assign any existing relationships Regulatory Law as soon as possible and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with event no later than the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionEnd Date.

Efforts to Consummate. (a) Subject to 28. On the terms and subject to the conditions hereinherein provided, each of the Parties Company and Parent shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated hereby (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.046). Without limiting Each Party shall make an appropriate filing, if necessary, pursuant to all applicable Antitrust Laws, including the generality HSR Act (which, in the case of the foregoingHSR Act, each filing shall not request early termination of the Parties shall use reasonable best efforts waiting period prescribed by the HSR Act) with respect to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions this Agreement promptly (and in any event event, within 10 Business Daysthirty (30) following days after the Original Agreement Date date of this Agreement) and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Actany Antitrust Laws. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any All of the Transactions or filing fees under any Transaction AgreementAntitrust Laws will be paid in full by Parent. Without limiting the foregoing, (xi) Parent and the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, Company and (y) each Party and its their respective Affiliates shall not extend take any action with respect to such filing that has or may have the effect of extending any waiting period, review period or comparable period under the HSR Act any Antitrust Laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay Company, and (ii) Parent agrees to take (and Parent’s “reasonable best efforts” shall expressly include the taking of) all filing fees actions that are necessary or advisable or as may be required by any Governmental Entity to expeditiously (and in connection with no event later than the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to Termination Date) consummate the contrary in transactions contemplated by this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to including, (iA) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose ofof (x) any entities, assets or facilities of any entities Group Company after the Closing or assets of the Company or (y) any of their respective Subsidiaries or any entity entity, facility or asset of such Party Parent or any of its Affiliates before or any other Person after the Closing, (B) terminating, amending or (ii) terminate, amend or assign any assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or obligations. No Party shall agree to any terminating existing licenses or other agreements (other than terminations that would result in a breach of the measures in the foregoing sentence a license or such other agreement with respect to any a third party) and entering into such new licenses or other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults withagreements, in the case of Acquiror and the Companyeach case, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionconditioned on Closing.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Seller and Buyer shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under applicable Laws and regulations to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated hereby (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 7 and obtaining consents of all Governmental Entities necessary to consummate the transactions contemplated hereby and (ii) using commercially reasonable best efforts to obtain PIPE Investments as provide assistance in connection with any financing activities undertaken by Buyer or its Affiliates related to the transactions contemplated by Section 8.04hereby, including providing Buyer and any of its lenders with customary diligence materials with respect to the Group Companies and comfort letters from Seller’s and the Company’s auditors with respect to the Financial Statements and any financial statements to be delivered at the Closing). Without limiting The filing fees under any Antitrust Laws will be split equally between Buyer and Seller. Each Party shall make an appropriate filing, if necessary, pursuant to all applicable Antitrust Laws, including the generality HSR Act (which, in the case of the foregoingHSR Act, each filing shall specifically request early termination of the Parties shall use reasonable best efforts waiting period prescribed by the HSR Act) with respect to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions this Agreement promptly (and in any event event, within 10 five Business Days) following after the Original date of this Agreement Date and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction AgreementAntitrust Laws. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, Buyer and (y) each Party Seller and its their respective Affiliates shall not extend take any action that has or may have the effect of extending any waiting period, review period or comparable period under the HSR Act any Antitrust Laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due Buyer and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionSeller.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Novo Nordisk and Strongbridge shall use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under this Agreement and Applicable Laws to consummate and make effective as reasonably promptly as reasonably practicable after the Transactions (date hereof, and in any event no later than the End Date, the Transactions, including (i) preparing as reasonably promptly as practicable all necessary applications, notices, petitions, filings, ruling requests and other documents and to obtain as reasonably promptly as practicable all consents, approvals, clearances, waivers or orders necessary or advisable to be obtained from any Governmental Authority in order to consummate the satisfaction of Transactions (collectively, the closing conditions set forth in Article IX “Governmental Approvals”) and (ii) using reasonable best efforts as reasonably promptly as practicable taking all steps as may be necessary to obtain PIPE Investments as contemplated by Section 8.04)all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of the Parties shall use reasonable best efforts Party agrees to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions promptly within ten (and in any event within 10 10) Business Days) Days following the Original Agreement Date and date of this Agreement, (B) respond as promptly as reasonably practicable make all other required filings pursuant to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable Regulatory Laws with respect to the Transactions under the HSR Actas reasonably promptly as practicable, and (yC) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with the Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Authority not to consummate the Transactions, except with the prior written consent of the other PartiesParties hereto. The Company will pay all filing fees in connection with Each of Novo Nordisk and Strongbridge shall supply as reasonably promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or any of its Affiliates advisable to agree to (i) sell, license cause the expiration or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets termination of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or applicable waiting periods under the HSR Act and any other Person or (ii) terminate, amend or assign any existing relationships Regulatory Law as soon as possible and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with event no later than the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionEnd Date.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 7 and, in the case of any Ancillary Document to which such Party will be a party to upon the execution thereof, the execution and delivery of such Ancillary Document, (ii) using reasonable best efforts to (A) obtain the PIPE Investments Financing on the terms and subject to the conditions set forth in the Subscription Agreements and (B) in the case of the Company, cause the Company Shareholders representing 92% of issued and outstanding Company Shares, immediately prior to the Closing, to be party to and bound by the Shareholder Undertaking and take all actions necessary or advisable to effect to the Exchange and (iii) the Company taking all actions necessary or advisable to cause the agreements set forth on Schedule 6.2(a) to be, subject to any conditions precedent expressly set forth thereon, terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to TopCo or any of its Affiliates (including the Group Companies or ARYA)). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities or other Persons necessary necessary, proper or advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. Each The Company shall bear the costs incurred in connection with obtaining such Consents; provided, however, that each Party shall (A) make all required filings pursuant to bear its out-of-pocket costs and expenses in connection with the HSR Act with respect to the Transactions promptly (and in preparation of any event within 10 Business Days) following the Original Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Actsuch Consents. Acquiror ARYA shall promptly inform the Company of any communication between AcquirorARYA, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror ARYA of any communication between the Company, TopCo or either CompanyMerger Sub, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionAncillary Document.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Party shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under applicable Laws and regulations to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated hereby (including (ix) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and ‎Article 10, (iiy) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtaining consents of any all Governmental Authorities and the expiration or other Persons termination of all applicable waiting periods under applicable Antitrust Laws necessary to consummate the Transactions and the transactions contemplated hereby, and (z) obtaining approval for listing the Surviving Pubco Class A Common Stock issued pursuant to this Agreement on the Approved Stock Exchange). All the costs incurred in connection with obtaining such consents or other clearance of all Governmental Authorities, including registration filing fees incurred by BlueRiver or the Company in connection with the Registration statement, the expiration or termination of all applicable waiting periods under applicable Antitrust Laws, including HSR Act filing fees and any filing fees in connection with any other Antitrust Law, and any fees associated with obtaining approval for listing the Surviving Pubco Class A Common Stock issued pursuant to this Agreement on the Approved Stock Exchange, shall be paid by the Transaction AgreementsCompany. Each Party shall make or cause to be made (Aand not withdraw) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions transactions contemplated hereby as promptly as practicable after the date hereof (and in any event event, with respect to filings required under the HSR Act, within 10 ten (10) Business Days) following ). The Parties shall request early termination of the Original Agreement Date waiting period in any filings submitted under the HSR Act and (B) respond shall use commercially reasonable efforts to supply as promptly as reasonably practicable to any requests by any the appropriate Governmental Authority for Authorities additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligationsAntitrust Law. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.66

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective effective, as promptly as reasonably practicable practicable, the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing Closing conditions set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to solicit proxies in connection with the SPAC Stockholder Approval, and (iii) using reasonable best efforts to obtain the PIPE Investments Financing on the terms and subject to the conditions set forth in the Subscription Agreements, (iv) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, SPAC)) and (v) making all such filings with and obtaining all such approvals of Nasdaq to permit Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The costs incurred in connection with obtaining such Consents, including the HSR Act filing fee, shall be borne by SPAC; provided, however, that each Party shall, subject to Section 8.6, bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten (10) Business Days) following the Original Agreement Date date of this Agreement, and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror SPAC shall promptly inform the Company of any communication between Acquirorany SPAC Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror SPAC of any communication between either Companythe Company or any of its Affiliates, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of SPAC and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or facilities, (ii2) terminate, amend or assign any existing relationships and contractual rights or obligations, including licenses, or (3) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of SPAC’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to obtain the PIPE Investments Financing on the terms and subject to the conditions set forth in the Subscription Agreements and (iii) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, AHAC)). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The Company shall bear the costs incurred in connection with obtaining such Consents, including the HSR Act filing fee; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (Ai) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten (10) Business Days) following the Original date of this Agreement Date and (Bii) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror AHAC shall promptly inform the Company of any communication between Acquirorany AHAC Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror AHAC of any communication between either the Company, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of AHAC and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or Company, (ii) terminate, amend or assign any existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of AHAC’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective effective, as promptly as reasonably practicable practicable, the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions to the Closings set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to solicit proxies in connection with the CPUH Stockholder Approval, (iii) using reasonable best efforts to obtain the PIPE Investments Financing on the terms and subject to the conditions set forth in the Subscription Agreements, the Revenue Interest Financing, and the Fortress Financing on the terms set forth in the applicable agreements made available to CPUH and (iv) the Company taking, or causing to be taken, all actions necessary or advisable to cause all Related Party Contracts and accounts set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated or settled, effective as contemplated by Section 8.04of the Intermediate Merger Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Intermediate Merger Effective Time, the Surviving Corporation)), and obtaining evidence reasonably satisfactory to CPUH that such agreements and accounts have been terminated or settled, effective prior to the Intermediate Merger Closing. Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement and the Transaction AgreementsAncillary Documents. The Company shall pay any filing fees required in connection with obtaining such Consents of Governmental Entities (including that the Company shall pay the HSR Act filing fee (the “HSR Fee”)); provided that, subject to Section 8.6, each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten (10) Business Days) following the Original Agreement Date date of this Agreement, and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror CPUH shall promptly inform the Company of any communication between Acquirorany CPUH Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror CPUH of any communication between either Companythe Company or any of its Affiliates, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of CPUH and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or facilities, (ii2) terminate, amend or assign any existing relationships and contractual rights or obligations, including licenses, or (3) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of CPUH’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 7 and, in the case of any Ancillary Document to which such Party will be a party to upon the execution thereof, the execution and delivery of such Ancillary Document, (ii) using reasonable best efforts to obtain the PIPE Investments Financing on the terms and subject to the conditions set forth in the Subscription Agreements, (iii) the Company taking all actions necessary or advisable to cause the agreements set forth on Section 6.2(a) of the Company Disclosure Schedules to be, subject to any conditions precedent expressly set forth thereon, terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to TopCo or any of its Affiliates (including the Group Companies or Parent) and (iv) the Company taking all actions necessary or advisable to timely and fully enforce all of the rights and obligations under the Framework Agreement). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities or other Persons necessary necessary, proper or advisable and shall complete all submissions required by any Governmental Entities (e.g., notice of change of ownership) to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The Company shall bear the costs incurred in connection with obtaining such Consents; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party of the Parties shall (A) make all required filings pursuant to pay 50% of the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to applicable filing fees due under the HSR Act. Acquiror Parent shall promptly inform the Company of any communication between AcquirorParent, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror Parent of any communication between either Companythe Company or TopCo, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionAncillary Document.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent and the Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as reasonably practicable the Transactions (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.047). Without limiting the generality of the foregoing, each of Parent and the Parties Company shall use reasonable best efforts to obtain, file with or deliver toefforts, as applicabledetermined by the Company and/or the Representative, any to obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated Transactions. Costs incurred in connection with obtaining such consents shall be borne by the Transaction AgreementsParties in accordance with Section 10.5 except that all filing fees incurred in connection with the filing and compliance under the Competition Laws shall be borne by Parent. Each Party shall (A) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act Competition Laws with respect to the Transactions promptly (and in any event event, within 10 ten (10) Business Days) following after the Original date of this Agreement Date and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR ActCompetition Laws. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either The Company, on the one hand, Parent and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act Competition Laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay Parent agrees to take (and Parent’s “reasonable best efforts” shall expressly include the taking of) all filing fees actions that are necessary or advisable or as may be required by any Governmental Entity to expeditiously (and in connection with no event later than the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to Termination Date) consummate the contrary in this AgreementTransactions, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to including (iA) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose of, (i) any entities entities, assets or assets facilities of any Group Company after the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person Closing or (ii) terminateany entity, amend facility or assign any assets of Parent or its Affiliates before or after the Closing, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or obligations. No Party termination existing licenses or other agreements (other than terminations that would result in a breach of a license of such other agreement with a third party) and entering into such new licenses or other agreement; provided, that Parent shall agree not be obligated to take any of the measures action pursuant to this Section 6.4 that, individually or in the foregoing sentence aggregate with respect to any other Party or any of actions, would have a material adverse effect on Parent and its AffiliatesSubsidiaries, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), taken as a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionwhole.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04IX). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 20 Business Days) following the Original date of this Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company Parties of any communication between Acquirorany Acquiror Party, on the one hand, and any Governmental Authority, on the other hand, and the Company Parties shall promptly inform Acquiror Xxxxxxxx of any communication between either Companya Company Party, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expensesdue. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the a Company Party or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquirorthe Acquiror Parties, on the one hand, and the CompanyCompany Parties, on the other hand, shall give counsel for the Company (in the case of Acquirorany Acquiror Party) or Acquiror (in the case of the CompanyCompany Parties), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and Acquiror, the Company, or, in the case of a Company Party, Acquiror, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and Acquiror, the Company, or, in the case of either a Company or Party, Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 8). Each of Parent, Merger Sub and (ii) using the Company shall use commercially reasonable best efforts to notify and to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any all Governmental Authorities Entities as necessary or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by the Transaction Agreementsthis Agreement. Each Party shall (A) make all required filings an appropriate filing pursuant to the HSR Act and with any applicable other Governmental Entity for which a competition filing is required in each case, with respect to the Transactions promptly transactions contemplated by this Agreement, at a time mutually agreed by Parent and the Company (and in any event within 10 Business Daysshall use their respective reasonable best efforts to make such filing not later than January 2, 2014) following the Original Agreement Date and (B) respond thereafter shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR ActAct or Applicable Law governing a foreign competition filing. Acquiror shall promptly inform the Company Each of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, Parent and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other handshall, in either casetheir respective filings pursuant to the HSR Act, regarding any request early termination of the Transactions or any Transaction Agreementwaiting period under the HSR Act. Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, Company and (y) each Party and its respective Affiliates Parent shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement Contract with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The , and (ii) Parent, Merger Sub and the Company will pay agree to take all filing fees actions that are reasonably necessary or reasonably advisable or as may be reasonably required by any Governmental Entity to consummate the transactions contemplated by this Agreement; provided, however, that in connection with the HSR Act when due and no event shall such fees shall efforts be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreementinclude (A) selling, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of the Company or any of their respective its Subsidiaries or any entity entity, facility or asset of such Party Parent or any of its Affiliates Subsidiaries, (B) terminating, amending or any other Person or (ii) terminate, amend or assign any assigning existing relationships and contractual rights and obligations or obligations(C) amending, assigning or terminating any existing Contracts and entering into any new Contracts. No Party All HSR Act filing fees shall agree be borne by Parent. The Company shall use reasonable best efforts to any of obtain executed Joinders and executed counterparts to the measures in the foregoing sentence with respect Stockholders Agreement prior to any other Party or any of its Affiliates, except with Closing from each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, Seller who has not signed this Agreement and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionStockholders Agreement.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) preparation and agreement upon the form of each of (A) the matters to be considered for the Company Stockholder Approval (including the Incentive Equity Plan), (B) the Lockup Agreement, (C) the Registration Rights Agreement and (D) the Certificate of Merger , (ii) the satisfaction of the closing conditions set forth in Article IX and (iiiii) using reasonable best efforts to obtain consummating the PIPE Investments as contemplated by Investment in accordance with Section 8.048.07). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to: (A) obtain any Consents from, or file any notices to, any Governmental Authorities or other Persons necessary to change the name of the authorized permittee of any Permits held by the Company to the name of the Surviving Acquisition Entity, as necessary for the continued lawful conduct of the business of the Company after Closing, and (B) obtain, file with or deliver to, as applicable, any consents of Consents of, or notices to, any Governmental Authorities (including any applicable Competition Authorities) or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (AI) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 ten (10) Business Days) following the Original date of this Agreement, (II) submit notifications (including draft notifications, as applicable), filings, notices and other required submissions pursuant to the Competition Laws or Investment Screening Laws of the other jurisdictions set forth on Schedule 8.01(a) with respect to the transactions contemplated by this Agreement Date as promptly as practicable following the date of this Agreement (and any filing fees associated with any such filings shall be paid by Acquiror) and (BIII) respond as promptly as reasonably practicable to any requests by any Governmental Authority (including any Competition Authorities) for additional information and documentary material that may be requested pursuant to any Competition Laws (including the HSR Act) or Investment Screening Laws. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental AuthorityAuthority (including any Competition Authorities), on the other hand, and the Company shall promptly inform Acquiror of any communication between either Companythe Company Parties, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or any other Competition Laws or Investment Screening Laws or enter into any agreement with any Governmental Authority not to consummate the TransactionsTransactions or by the other Transaction Agreements, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04IX). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of Consents of, or notices to, any Governmental Authorities (including any applicable Competition Authorities) or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (Ai) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 ten (10) Business Days) following the Original date of this Agreement, (ii) submit notifications (including draft notifications, as applicable), filings, notices and other required submissions pursuant to the Competition Laws of the other jurisdictions set forth on Schedule 8.01(a) of the Company Disclosure Schedules with respect to the transactions contemplated by this Agreement Date as promptly as practicable following the date of this Agreement (and any filing fees associated with any such filings shall be paid by Acquiror) and (Biii) respond as promptly as reasonably practicable to any requests by any Governmental Authority (including any Competition Authorities) for additional information and documentary material that may be requested pursuant to any Competition Laws (including the HSR Act). Acquiror shall promptly inform the Company of any communication between Acquirorany Acquiror Party, on the one hand, and any Governmental AuthorityAuthority (including any Competition Authorities), on the other hand, and the Company shall promptly inform Acquiror of any communication between either the Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or any other Competition Laws or enter into any agreement with any Governmental Authority not to consummate the TransactionsTransactions or by the other Transaction Agreements, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent and the Parties Company shall use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as reasonably promptly as reasonably practicable after the Transactions (date hereof and in any event no later than the End Date the transactions contemplated by this Agreement, including (i) preparing as reasonably promptly as practicable all necessary applications, notices, petitions, filings, ruling requests and other documents and to obtain as reasonably promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the satisfaction of transactions contemplated by this Agreement (collectively, the closing conditions set forth in Article IX "Governmental Approvals") and (ii) using reasonable best efforts as reasonably promptly as practicable taking all steps as may be necessary to obtain PIPE Investments as contemplated by Section 8.04)all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of the Parties shall use reasonable best efforts party hereto agrees to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required an appropriate and complete filings in respect of the Governmental Approval(s) listed on Section 6.4(a) of the Company Disclosure Schedules pursuant to the HSR Act applicable Regulatory Law with respect to the Transactions promptly (and transactions contemplated hereby, in any event each case within 10 ten Business Days) Days following the Original Agreement Date and date of this Agreement, (B) respond make all other filings pursuant to other Regulatory Laws that are necessary, proper, or advisable to permit consummation of the transactions contemplated hereby as reasonably promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Actpracticable, and (yC) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated by this Agreement, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction AgreementsParent. Each of Parent and the Parties agrees not Company shall supply as reasonably promptly as practicable any additional information or documentation that may be requested pursuant to participate any Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under any Regulatory Law as soon as possible and in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with event no later than the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionEnd Date.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective effective, as promptly as reasonably practicable practicable, the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing Closing conditions set forth in Article IX VI and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to solicit proxies in connection with the SPAC Stockholder Approval, and (iii) using reasonable best efforts to obtain the PIPE Investments Financing on the terms and subject to the conditions set forth in the Subscription Agreements, (iv) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, SPAC) and (v) making all such filings with and obtaining all such approvals of Nasdaq to permit Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The costs incurred in connection with obtaining such Consents, including the HSR Act filing fee, shall be borne by SPAC; provided, however, that each Party shall, subject to Section 8.6, bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten (10) Business Days) following the Original Agreement Date date of this Agreement, and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror SPAC shall promptly inform the Company of any communication between Acquirorany SPAC Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror SPAC of any communication between either Companythe Company or any of its Affiliates, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of SPAC and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or facilities, (ii2) terminate, amend or assign any existing relationships and contractual rights or obligations, including licenses, or (3) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of SPAC’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Company and Driven shall use their respective reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and 6, (ii) using reasonable best efforts delivery at least five Business Days prior to obtain PIPE Investments the Effective Date of the redemption notice, and any instruments in connection therewith, with respect to the right of Shine to elect to redeem all Shine Superpreference Shares that are outstanding as contemplated by Section 8.04of immediately prior to the Effective Time pursuant to, and in accordance with the terms of, the articles of association of Shine and the other Governing Documents of Shine and (iii) consummation of the ICW Restructuring). Without limiting the generality Each of the foregoing, each of the Parties Company and Driven shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreementsthis Agreement. Each Party party hereto shall (A) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act and any applicable foreign antitrust or competition laws with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event event, within 10 three (3) Business DaysDays in connection with any filings required pursuant to the HSR Act) following after the Original date of this Agreement Date (and (B) respond such filing shall request “early termination” of any applicable waiting periods), and shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR ActAct and any foreign antitrust or competition laws. Acquiror shall promptly inform Each of the Company of any communication between Acquiror, on the one hand, and Driven agrees to promptly take all actions that are necessary or reasonably advisable or as may be required by any Governmental AuthorityEntity to expeditiously consummate the transactions contemplated by this Agreement; provided, on however, that, notwithstanding anything in this Agreement to the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other handcontrary, in either case, regarding no event shall any party hereto be required to take any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to following actions: (i) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose of, any entities entities, assets or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or facilities, (ii) terminateterminating, amend amending or assign any assigning existing relationships and or contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any obligations or (iii) amending, assigning or terminating existing licenses or other Party agreements or any of its Affiliates, except with each of the entering into such new licenses or other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionagreements.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent and the Parties Company shall use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as reasonably promptly as reasonably practicable after the Transactions (date hereof the transactions contemplated by this Agreement, including (i) preparing as reasonably promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as reasonably promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the satisfaction of transactions contemplated by this Agreement (collectively, the closing conditions set forth in Article IX “Governmental Approvals”) and (ii) using reasonable best efforts as reasonably promptly as practicable taking all steps as may be necessary to obtain PIPE Investments as contemplated by Section 8.04)all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of the Parties shall use reasonable best efforts party hereto agrees to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions promptly (and in any event transactions contemplated hereby within 10 Business Days) following Days of the Original Agreement Date and date of this Agreement, (B) respond make all other required filings pursuant to other Regulatory Laws with respect to the transactions contemplated hereby as reasonably promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Actpracticable, and (yC) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with the Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Authority Entity not to consummate the Transactionstransactions contemplated by this Agreement, except with the prior written consent of the other Partiesparty hereto (which shall not be unreasonably withheld, conditioned or delayed). The Parent and the Company will pay all filing fees in connection with shall supply as reasonably promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or any of its Affiliates advisable to agree to (i) sell, license cause the expiration or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets termination of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or applicable waiting periods under the HSR Act and any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionRegulatory Law as soon as possible.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent and the Parties Company shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as reasonably practicable after the Transactions (date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the satisfaction of transactions contemplated by this Agreement (collectively, the closing conditions set forth in Article IX “Governmental Approvals”) and (ii) using reasonable best efforts as promptly as practicable taking all steps as may be necessary to obtain PIPE Investments as contemplated by Section 8.04)all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of the Parties shall use reasonable best efforts party hereto agrees to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions promptly (and in any event transactions contemplated hereby within 10 ten Business Days) following Days of the Original Agreement Date and date of this Agreement, (B) respond make all other required filings pursuant to other Regulatory Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (yC) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with the FTC or the DOJ or any other Governmental Authority Entity not to consummate the Transactionstransactions contemplated by this Agreement, except with the prior written consent of the other Partiesparty hereto (which shall not be unreasonably withheld, conditioned or delayed). The Parent and the Company will pay all filing fees in connection with shall supply as promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or any of its Affiliates advisable to agree to (i) sell, license cause the expiration or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets termination of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or applicable waiting periods under the HSR Act and any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionRegulatory Law as soon as possible.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Party shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated hereby (including (ix) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and ‎Article 10, (iiy) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtaining consents of any all Governmental Authorities and the expiration or other Persons termination of all applicable waiting periods under applicable Antitrust Laws necessary to consummate the Transactions and the transactions contemplated hereby, and (z) obtaining approval for listing the Newco Common Stock issued pursuant to this Agreement on the NYSE). Subject to ‎Section 12.06, the costs incurred in connection with obtaining such consents of all Governmental Authorities, such expiration or termination of all applicable waiting periods under applicable Antitrust Laws, including HSR Act filing fees and any filing fees in connection with any other Antitrust Law, and any fees associated with obtaining approval for listing the Newco Common Stock issued pursuant to this Agreement on the NYSE, shall be paid by VGAC (if to be paid prior to the Transaction AgreementsClosing) or by Newco (if to be paid at or after the Closing). Each Party shall make or cause to be made (Aand not withdraw) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond transactions contemplated hereby as promptly as reasonably practicable after the date hereof. The Parties shall request early termination of the waiting period in any filings submitted under the HSR Act and shall use commercially reasonable efforts to supply as promptly as practicable to any requests by any the appropriate Governmental Authority for Authorities additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision Antitrust Law. (The foregoing notwithstanding, nothing herein shall require the Company to incur any liability or expense (other than de minimis costs and expenses) or subject itself or its business to any imposition of this Agreement obligates any Party limitation on the ability to conduct its business or any to own or exercise control of its Affiliates to agree to (i) sell, license assets or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Companyproperties.), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided and except to the extent a different standard of efforts is otherwise expressly set forth in any of the provisions of this Agreement, each of Parent and the Parties Company shall use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as reasonably promptly as reasonably practicable after the Transactions (date hereof the transactions contemplated by this Agreement, including (i) preparing as reasonably promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as reasonably promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the satisfaction of transactions contemplated by this Agreement (collectively, the closing conditions set forth in Article IX “Governmental Approvals”) and (ii) using reasonable best efforts as reasonably promptly as practicable taking all steps as may be necessary to obtain PIPE Investments as contemplated by Section 8.04)all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of the Parties shall use reasonable best efforts party hereto agrees to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions promptly (and in any event transactions contemplated hereby within 10 15 Business Days) Days immediately following the Original Agreement Date and date of this Agreement, (B) respond make all other required filings pursuant to other Regulatory Laws with respect to the transactions contemplated hereby as reasonably promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Actpracticable, and (yC) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with the Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Authority Entity not to consummate the Transactionstransactions contemplated by this Agreement, except with the prior written consent of the other Partiesparty hereto (which shall not be unreasonably withheld, conditioned or delayed). The Parent and the Company will pay all filing fees in connection with shall supply as reasonably promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or any of its Affiliates advisable to agree to (i) sell, license cause the expiration or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets termination of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or applicable waiting periods under the HSR Act and any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionRegulatory Law as soon as possible.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective effective, as promptly as reasonably practicable practicable, the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing Closing conditions set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to obtain PIPE Investments solicit proxies in connection with the Priveterra Stockholder Approval, and (iii) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, Priveterra)). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The costs incurred in connection with obtaining such Consents, including the HSR Act filing fee, shall be borne 50% by the Company and 50% by Priveterra; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten (10) Business DaysDays following the first filing of the Registration Statement/Proxy Statement with the SEC) following the Original Agreement Date date of this Agreement, and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror Priveterra shall promptly inform the Company of any communication between Acquirorany Priveterra Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror Priveterra of any communication between either Companythe Company or any of its Affiliates, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of Priveterra and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or facilities, (ii2) terminate, amend or assign any existing relationships and contractual rights or obligations, including licenses, or (3) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of Pxxxxxxxxx’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Holdings and Parent shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated hereby (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 7 and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtaining consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreementshereby). Each Party shall (A) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act (which filing shall specifically request early termination of the waiting period prescribed by the HSR Act) with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event event, within 10 two (2) Business DaysDay) following after the Original Agreement Date date of this Agreement, and (B) respond shall comply as promptly as reasonably practicable to with any requests by request from any Governmental Authority Government Entity for additional information and or documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions Act or any Transaction Agreementsimilar Antitrust Law. Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR ActParent, Merger Sub and (y) each Party and its respective their Affiliates shall not extend not, directly or indirectly, take any action that has or may have the effect of extending any waiting period, review period or comparable period under the HSR Act or any other applicable Antitrust Laws or enter into any agreement with any Governmental Authority Entity to delay or not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay Representative and (ii) Parent and Merger Sub agree to take (and Parent’s and Merger Sub’s “reasonable best efforts” shall expressly include the taking of) any and all filing fees actions that are necessary or advisable or as may be required by any Governmental Entity to expeditiously (and in connection with no event later than the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to Termination Date) consummate the contrary in transactions contemplated by this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to including, but not limited to, (iA) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose ofof (x) any entities, assets or facilities of Parent, Merger Sub or their Affiliates, and any entities Group Company after the Closing or assets of the Company or (y) any of their respective Subsidiaries or any entity entity, facility or asset of such Party Parent, Merger Sub or any of its their Affiliates before or any other Person after the Closing, (B) terminating, amending or (ii) terminate, amend or assign any assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or obligationsterminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. No Party Parent and Merger Sub shall agree have the responsibility for all filing fees associated with filings pursuant to any the HSR Act. Within ten (10) days following the date of this Agreement, Holdings shall use commercially reasonable efforts to submit all notices and other documents related thereto as required under the National Industrial Security Program Operating Manual, codified at 32 C.F.R. part 117, informing the Defense Counterintelligence and Security Agency (“DCSA”) or other applicable cognizant security agency of the measures upcoming change in ownership of the foregoing sentence applicable Group Company; provided, that Parent shall timely provide to Holdings for incorporation in such submissions to DCSA all information required for the completion of the SF328 and any other submissions concerning the anticipated post-Closing structure and other information required by DCSA with respect to such submission, or Parent shall provide such information directly to DCSA. At all times until Closing, it shall be Parent’s responsibility to provide all such information and to adopt such standards, procedures and FOCI mitigation plans as may be needed to adequately address any possible concerns regarding Foreign Ownership, Control or Influence associated with Parent or affiliated persons or entities to the satisfaction of DCSA or other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one handapplicable cognizant security agency, and the Company, Parent shall include Holdings in all communications and meetings with DCSA or other applicable cognizant security agency prior to Closing. The Company will keep Parent informed on the other hand, shall give counsel for the Company (in the case a prompt basis of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, any and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority all communications with DCSA relating to the Transactions or the Transaction Agreements. Each prospective change in ownership and all submissions relating thereto, and provide copies of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, such written communications with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionDCSA.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04IX). Without limiting the generality of the foregoing, each of the Parties shall use commercially reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make any and all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date date of this Agreement, (B) make any required foreign direct investment or competition filings, if any, as soon as reasonably practicable following the date of this agreement, and (BC) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Actrequested. Acquiror shall promptly inform the Company Parties of any communication between Acquirorany Acquiror Party, on the one hand, and any Governmental Authority, on the other hand, and the Company Parties shall promptly inform Acquiror of any communication between either CompanyCompany Party, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company XxxxxXxxxxxx.xxx, Xxxxxxxxxxxx.xxx and Acquiror will pay all equally split the filing fees in connection with the HSR Act when due due, and the actual amounts of such fees paid by Acquiror shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to , the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset actual amount of such Party or any fees paid by XxxxxXxxxxxx.xxx shall be deemed XxxxxXxxxxxx.xxx Transaction Expenses, and the actual amount of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party such fees paid by Xxxxxxxxxxxx.xxx shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consentbe deemed Xxxxxxxxxxxx.xxx Transaction Expenses. During the Interim Period, Acquirorthe Acquiror Parties, on the one hand, and the CompanyCompany Parties, on the other hand, shall give counsel for the Company XxxxxXxxxxxx.xxx and Xxxxxxxxxxxx.xxx (in the case of Acquirorany Acquiror Party) or Acquiror (in the case of the CompanyCompany Parties), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror Acquiror, XxxxxXxxxxxx.xxx and Xxxxxxxxxxxx.xxx, or, in the Companycase of either Company Party, Acquiror, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror Acquiror, XxxxxXxxxxxx.xxx and the CompanyXxxxxxxxxxxx.xxx, or, in the case of either Company or Party, Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under this Agreement and Applicable Laws to consummate and make effective as reasonably promptly as reasonably practicable after the Transactions (date hereof, and in any event no later than the End Date, the Transactions, including (i) preparing as reasonably promptly as practicable all necessary applications, notices, petitions, filings, ruling requests and other documents and to obtain as reasonably promptly as practicable all consents, approvals, clearances, waivers or orders necessary or advisable to be obtained from any Governmental Authority in order to consummate the satisfaction of Transactions (collectively, the closing conditions set forth in Article IX “Governmental Approvals”) and (ii) using reasonable best efforts as reasonably promptly as practicable taking all steps as may be necessary to obtain PIPE Investments as contemplated by Section 8.04)all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of the Parties shall use reasonable best efforts Party agrees to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions promptly within ten (and in any event within 10 10) Business Days) Days following the Original Agreement Date and date of this Agreement, (B) respond as promptly as reasonably practicable make all other required filings pursuant to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable Regulatory Laws with respect to the Transactions under the HSR Actas reasonably promptly as practicable, and (yC) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with the Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Authority not to consummate the Transactions, except with the prior written consent of the other PartiesParties hereto. The Company will pay all filing fees in connection with Each of Buyer and Seller shall supply as reasonably promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or any of its Affiliates advisable to agree to (i) sell, license cause the expiration or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets termination of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or applicable waiting periods under the HSR Act and any other Person or (ii) terminate, amend or assign any existing relationships Regulatory Law as soon as possible and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with event no later than the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionEnd Date.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to obtain PIPE Investments the Financing on the terms and subject to the conditions set forth in the Subscription Agreements and (iii) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including the other Group Companies and, from and after the Closing Date, Prospector)). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities or other Persons necessary necessary, proper or advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The Company shall bear the costs incurred in connection with obtaining such Consents; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (Ai) make all any appropriate filings or take, or cause to be taken, any required filings actions pursuant to the HSR Act any Foreign Antitrust Laws with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 Business Days) following the Original date of this Agreement Date and (Bii) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Actunder any Foreign Antitrust Laws. Acquiror Prospector shall promptly inform the Company of any substantive communication between AcquirorProspector, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror Prospector of any substantive communication between either the Company, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act any applicable Foreign Antitrust Laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of Prospector and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of the any Group Company or any of their respective Subsidiaries or any entity entity, facility or asset of such Party or any of its Affiliates or any other Person or Affiliates, (ii) terminate, amend or assign any existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of Prospector’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective effective, as promptly as reasonably practicable practicable, the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing Closing conditions set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to solicit proxies in connection with the DYNS Stockholder Approval, and (iii) using reasonable best efforts to obtain the PIPE Investments Financing on the terms and subject to the conditions set forth in the Subscription Agreements, and (iv) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, DYNS)). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The costs incurred in connection with obtaining such Consents, including the HSR Act filing fee, shall be borne 50% by the Company and 50% by DYNS; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten (10) Business Days) following the Original Agreement Date date of this Agreement, and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror DYNS shall promptly inform the Company of any communication between Acquirorany DYNS Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror DYNS of any communication between either Companythe Company or any of its Affiliates, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of DYNS and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or facilities, (ii2) terminate, amend or assign any existing relationships and contractual rights or obligations, including licenses, or (3) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of DYNS’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Party shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under applicable Laws and regulations to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated hereby (including (ix) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and ‎Article 10, (iiy) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtaining consents of any all Governmental Authorities and the expiration or other Persons termination of all applicable waiting periods under applicable Antitrust Laws necessary to consummate the Transactions and the transactions contemplated hereby, and (z) obtaining approval for listing the Surviving Pubco Class A Common Stock issued pursuant to this Agreement on Nasdaq). All the costs incurred in connection with obtaining such consents of all Governmental Authorities, such expiration or termination of all applicable waiting periods under applicable Antitrust Laws, including HSR Act filing fees and any filing fees in connection with any other Antitrust Law, and any fees associated with obtaining approval for listing the Surviving Pubco Class A Common Stock issued pursuant to this Agreement on Nasdaq, shall be paid 50% by the Transaction AgreementsCompany and 50% by Silver Spike. Each Party shall make or cause to be made (Aand not withdraw) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions transactions contemplated hereby as promptly as practicable after the date hereof (and in any event event, with respect to filings required under the HSR Act, within 10 ten (10) Business Days) following ). The Parties shall request early termination of the Original Agreement Date waiting period in any filings submitted under the HSR Act and (B) respond shall use commercially reasonable efforts to supply as promptly as reasonably practicable to any requests by any the appropriate Governmental Authority for Authorities additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionAntitrust Law.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.046). Without limiting the generality of the foregoing, each of the Parties shall use commercially reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated by this Agreement. All costs incurred in connection with obtaining such consents, including, if applicable, the Transaction AgreementsHSR Act filing fee, shall be borne by KBL; provided, however, that each Party shall bear its out-of-pocket costs and expenses of its own legal counsel and other advisors or consultants in connection with the preparation of any such filings or consents. Each Party shall (A) make all required filings make, or cause to be made, to the extent necessary, an appropriate filing pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event event, the filing under the HSR Act within 10 ten (10) Business Days) following after the Original date of this Agreement Date (unless filed prior to the date of this Agreement) and (B) shall respond as promptly as reasonably practicable to any requests by any the appropriate Governmental Authority Entities for additional information and documentary material that may be requested pursuant to the HSR Act, if applicable. Acquiror Each Party shall promptly inform the Company other Parties of any communication between Acquiror, on the one hand, such Party and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, Entity regarding any of the Transactions or any Transaction transactions contemplated by this Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Actif applicable, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Contemplated Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (iA) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of any the Company, any of the Company or any of their respective Subsidiaries or any entity entity, facility or asset of such Party or any of its Affiliates or any other Person or Affiliates, (iiB) terminate, amend or assign any existing relationships and contractual rights or obligations, (C) amend, assign or terminate existing licenses or other agreements, or (D) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesAffiliates (including, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company, the Company and the Company Subsidiaries), a reasonable opportunity to review in advance, and consider in good faith the views of the except with such other in connection with, any proposed Party’s prior written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionconsent.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, the Purchaser Parties, the Company and Blocker Corp shall each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 7). The Purchaser Parties, the Company and (ii) using Blocker Corp shall each use reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting consents of all Governmental Entities (including the generality expiration or termination of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, HSR waiting period (and any consents of any Governmental Authorities or other Persons extensions thereof)) necessary to consummate the Transactions and the transactions contemplated by this Agreement. All HSR Act filing fees and any filing fees in connection with any applicable foreign antitrust or competition laws shall be borne by Purchaser and Purchaser shall reimburse the Transaction AgreementsRepresentative or its applicable Affiliates at Closing for all HSR Act filing fees and any filing fees in connection with any applicable foreign antitrust or competition laws borne by the Group Companies, Blocker Corp, the Representative or their Affiliates prior to Closing. Each Party party hereto shall (A) have made or shall make all required filings an appropriate filing, if necessary, pursuant to the HSR Act and any applicable foreign antitrust or competition laws with respect to the Transactions transactions contemplated by this Agreement promptly after the date of this Agreement (and in any event event, within 10 ten (10) Business DaysDays of the date of this Agreement in connection with any filings required pursuant to the HSR Act) following the Original Agreement Date (and (B) respond such filing shall request “early termination” of any applicable waiting periods), and shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, Act (a “Second Request”) and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions foreign antitrust or any Transaction Agreementcompetition laws. Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to Group Companies, the Transactions under the HSR Act, Purchasers and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or any foreign antitrust or competition laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay parties hereto, and (ii) each Purchaser Party agrees to promptly take all filing fees in connection with actions that are necessary or reasonably advisable or as may be required by any Governmental Entity to expeditiously consummate the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, provided, however, that any such actions and the term “reasonable best efforts”, for purposes of this Section 6.4, shall exclude, and nothing in this Section 8.01 or Agreement shall require any other provision of this Agreement obligates any Purchaser Party or any of its Affiliates Group Company to agree to undertake, (iA) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree or agreeing to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of the any Group Company or any of their respective Subsidiaries or any entity entity, facility or asset of such Party either Purchaser or any of its Affiliates Affiliates, (B) terminating, amending or any other Person or (ii) terminate, amend or assign any assigning existing relationships and or contractual rights or obligations. No Party shall agree to obligations or (C) amending, assigning or terminating existing licenses or other agreements or entering into such new licenses or other agreements if taking any such action set forth in any of the measures clauses (A), (B) or (C) would reasonably be expected to be adverse in the foregoing sentence with any material respect to any other Party the business, financial condition or any results of its Affiliates, except with each operations of the other Parties’ prior written consent. During the Interim PeriodGroup Companies, Acquirortaken as a whole, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussionGuarantor and its subsidiaries, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussiontaken as a whole.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Buyer, the Parties Seller and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all those things reasonably necessary necessary, proper or advisable under applicable Laws and regulations to consummate and make effective as promptly as reasonably practicable the Transactions _ (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04VII). Without limiting the generality of Notwithstanding the foregoing, each of Buyer and the Parties Company shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of all Governmental Entities and of any other Person (other than Governmental Authorities or other Persons Entity) necessary to consummate the Transactions Transactions; provided that in connection with obtaining the consent of any Person other than a Governmental Entity, no Party will be required to (nor, without the prior written consent of Buyer, will the Seller or any Group Company) make or agree to make any payment or accept any material conditions or obligations, including amendments to existing conditions and obligations. All filing fees incurred in connection with the transactions contemplated filing and compliance under Competition Laws shall be borne by the Transaction AgreementsBuyer. Each Party shall (A) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act Competition Laws with respect to the Transactions promptly (and in any event in the case of the initial filing required under the HSR Act, within 10 five Business Days) following after the Original date of this Agreement Date and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction AgreementCompetition Laws. Without limiting the foregoing, (x) none of Buyer, the Parties agree to request early termination Company, the Seller or any of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not elect to extend any waiting period, review period or comparable period under the HSR Act Competition Laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this AgreementSeller or Buyer, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionas applicable.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions of the other Parties set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE the Investments as contemplated by Section 8.04on the terms and subject to the conditions set forth in the Subscription Agreements). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original date of this Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquirorany Acquiror Party, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either the Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR ActAct (to the extent early termination is then available), and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company Acquiror will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquirorthe Acquiror Parties, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquirorany Acquiror Party) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and Acquiror, the Company, or, in the case of the Company, Acquiror, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and Acquiror, the Company, or, in the case of either Company or the Company, Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of GG and Parent shall, and, GG shall cause its Affiliates, and Parent shall cause its Subsidiaries to, (i) use reasonable best efforts to assemble, prepare and file notifications or any information (and, as needed, to supplement such notifications or information) as may be reasonably necessary to obtain as promptly as reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Parties shall Transactions, and, in the case of any notifications to be filed under the HSR Act, to submit such notifications no later than fifteen (15) Business Days after the date of this Agreement, (ii) use their respective reasonable best efforts to deliver the notices to, and/or obtain the consents of, the third parties set forth on Section 8.02(a) of the Parent Disclosure Schedules, in each case as set forth therein, in connection with the Transactions, (iii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions (Transactions, including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality all material approvals of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in that any event within 10 Business Days) following the Original Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform of GG, Parent, ListCo, the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not are required to obtain in order to consummate the Transactions; provided that in no event shall GG, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this AgreementParent, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sellListCo, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or Affiliates be obligated to bear any entity or asset of such Party or expense, pay any of its Affiliates or any other Person or fee (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures except as set forth in the foregoing last sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one handSection 8.02(b), and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) excluding any expenses or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating fees payable to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority SEC in connection with the Transactions unless it consults withTransactions, including the Registration Statement/Proxy Statement) or grant any concession in connection with obtaining any such approvals, and that each Party shall bear its out-of-pocket costs and expenses in connection with obtaining any such approvals and (iv) take such other action as may reasonably be necessary or as any other Party may reasonably request to satisfy the case conditions of Acquiror and the Company, other Parties set forth in advance and, Article IX or otherwise to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussioncomply with this Agreement.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04)8). Without limiting the generality of the foregoing, each of Parent, Merger Sub and the Parties Company shall use commercially reasonable efforts to notify and to obtain consents of all Governmental Entities as necessary or advisable to consummate the transactions contemplated by this Agreement. Each Party (or Parent if Parent is the party required to make the filing pursuant to Applicable Law) shall make an appropriate filing if required or requested by a Governmental Entity pursuant to each competition, merger control, antitrust, fair trade or similar Applicable Law of any jurisdiction set forth on Schedule 8.1(a) (the “Antitrust Laws”) with respect to the transactions contemplated by this Agreement, at a time mutually agreed by Parent and the Company (and shall use their respective reasonable best efforts to obtain, file with make (or deliver to, if applicable assist Parent to make) such filing as soon as reasonably practicable after the date hereof or the date on which the Governmental Entity required or requested the filing) and thereafter each Party shall supply (or assist Parent in supplying as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any the appropriate Governmental Authority for Entities additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, such Antitrust Laws or in either case, regarding any view of the Transactions or any Transaction Agreementoperation of Section 8.1(b). Without limiting the foregoing, (xA) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, Company and (y) each Party and its respective Affiliates Parent shall not extend any waiting period, review period or comparable period under the HSR Act any Antitrust Law or enter into any agreement Contract with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The , and (B) Parent, Merger Sub and the Company will pay agree to take all filing fees actions that are reasonably necessary or reasonably advisable or as may be reasonably required by any Governmental Entity to consummate the transactions contemplated by this Agreement; provided, however, that in connection with the HSR Act when due and no event shall such fees shall efforts be deemed 50% to include (and the Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or shall not take any of its Affiliates to agree to the following actions without the prior written consent of Parent) (i1) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of the Company or any of their respective its Subsidiaries or any entity entity, facility or asset of such Party Parent or any of its Affiliates Subsidiaries, (2) terminating, amending or any other Person or (ii) terminate, amend or assign any assigning existing relationships and contractual rights or and obligations. No Party shall agree , (3) agreeing to any behavioral remedies, (4) amending, assigning or terminating any existing Contracts and entering into any new Contracts, (5) effectuating any other change or restructuring of the measures in the foregoing sentence with respect to Company or Parent or their respective Subsidiaries or (6) defending, litigating or contesting any administrative, judicial or other Party governmental action or Proceeding or any of its Affiliatesdecree, except with each of the judgment, injunction or other Parties’ prior written consent. During the Interim PeriodOrder, Acquirorwhether temporary, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) preliminary or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionpermanent.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Buyer, Sellers, and the Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions Transaction (including (i) the satisfaction satisfaction, but not waiver, of the closing Closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04ARTICLE VIII). Without limiting During the generality of Executory Period, Buyer, Sellers, and the foregoing, each of the Parties Company shall use reasonable best efforts to obtainobtain consents, file with approvals, clearances (including the expiration or deliver totermination of an applicable waiting period), as applicableauthorization, any consents of any certification or permit of, filing with, or notification to or from, all Governmental Authorities Entities required, necessary or other Persons necessary advisable to consummate the Transactions Transaction. Any filing fees in connection with any applicable antitrust or competition laws shall be borne by Buyer and Buyer shall reimburse the transactions contemplated by Purchased Entities, the Transaction Agreements. Each Party shall Sellers or their applicable Affiliates at Closing (Aor upon termination of this Agreement) make for all required filings pursuant to the HSR Act filing fees and any filing fees in connection with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond as promptly as reasonably practicable to any requests applicable foreign antitrust or competition laws borne by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of Purchased Entity, any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding Seller or any of the Transactions their Affiliates prior to Closing (or any Transaction Agreementsuch termination). Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR ActCompany, Buyer and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act any antitrust or competition laws or enter into any agreement with any Governmental Authority Entity not to consummate the TransactionsTransaction, except with the prior written consent of the other Parties. The Company will pay parties hereto, and (ii) Buyer agrees to promptly take all filing fees in connection with actions that are necessary or reasonably advisable or as may be required by any Governmental Entity to expeditiously consummate the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this AgreementTransaction, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to including (iA) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of any Purchased Entity (to be conditioned on the Company Closing) or any of their respective Subsidiaries or any entity entity, facility or asset of such Party Buyer or any of its Affiliates Affiliates, (B) terminating, amending or any other Person or (ii) terminate, amend or assign any assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or obligations. No Party shall agree to any terminating existing licenses or other agreements (other than terminations that would result in a breach of the measures in the foregoing sentence a license or such other agreement with respect to any a third party) and entering into such new licenses or other Party or any of its Affiliatesagreements; provided, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (that in the case of the Company)preceding clauses (A) through (C) Buyer is not required to take any such action (including proposing, a reasonable opportunity to review in advancenegotiating, committing to, and consider effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license or disposition of Buyer’s, its Affiliates’, and the Group Companies’ businesses, product lines, assets, or operations) if doing so, individually or together with any other proposed actions, and when combined with the required payment and any other payment or costs incurred or borne by Buyer to obtain the required regulatory approvals, would or would reasonably be expected to result in good faith a materially adverse impact to the views assets, business, results of operations, or condition (financial or otherwise) of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions Group Companies (taken as a whole) or the Transaction Agreements. Each business of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with Group Companies (following the Transactions unless it consults with, in consummation of the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionTransaction).

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent, Merger Sub and the Parties Company shall use their respective its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective as promptly as reasonably practicable the Transactions (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX ARTICLE VI). Notwithstanding the foregoing, each of Parent, Merger Sub and (ii) using the Company shall use their reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated Transactions. All HSR Act filing fees shall be borne by the Transaction AgreementsParent. Each Party party hereto shall (A) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions promptly (and in any event event, within 10 ten (10) Business Days) following after the Original date of this Agreement Date (which such filings shall request early termination of the waiting period under the HSR Act) and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR ActParent, Merger Sub, and (y) each Party and its their respective Affiliates shall not extend (or take any action with the effect of extending) any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with Company, and (ii) Parent and Merger Sub agree to take (and Parent’s and Merger Sub’s “reasonable best efforts” shall expressly include the HSR Act when due taking of), and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its cause their Affiliates to agree take, all actions that may be required by any Governmental Entity to expeditiously consummate the Transactions, including (iA) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, or hold separate and agree proposing or negotiating to selldo the same for (i) any entities, license assets or otherwise dispose of, facilities of any entities or assets of Group Company after the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person Closing or (ii) terminateany entity, amend facility or assign any assets of Parent or its Affiliates before or after the Closing, (B) terminating, modifying, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party), (C) amending, assigning or obligations. No Party shall agree terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements, (D) modifying any course of conduct regarding future operations of Parent or Merger Sub or any of their Affiliates or with respect to any of the measures in the foregoing sentence businesses, assets, rights or interested to be acquired pursuant to this Agreement and (E) otherwise taking or committing to take any other action that limits or would limit Parent or Merger Sub or any of their Affiliates’ freedom of action with respect to the businesses, assets, rights or interested to be acquired pursuant to this Agreement; provided, that nothing set forth in this Section 5.4(a) shall require Parent, Merger Sub or their Affiliates to take or consent to any other Party or any of its Affiliates, except with each action that is not conditioned on the consummation of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionClosing.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement, including any Transaction Financing (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04IX). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to, and to cause its Affiliates to, obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities (including any applicable Competition Authorities) or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party Without limiting the generality of the foregoing, in the event of any inquiry, request, investigation or other communication with, from or on behalf of any Governmental Authority in connection with the Transactions, the Parties shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (respond timely and in any event within 10 Business Days) following the Original Agreement Date and (B) respond otherwise as promptly as reasonably practicable practicable, and jointly cooperate with one another and with such Governmental Authority in connection therewith and any such inquiry, request, investigation or other communication (“Governmental Inquiry”). Notwithstanding anything to the contrary herein, the Company shall pay for and be responsible for any and all reasonable, out-of-pocket expenses incurred by any of the Parties in connection with or arising as a result of responding to any requests Governmental Inquiry, and including any costs and expenses incurred by SPAC relating to any of the matters contemplated by Section 8.04 following a Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR ActInquiry. Acquiror SPAC shall promptly inform the Company of any communication between AcquirorSPAC, on the one hand, and any Governmental AuthorityAuthority (including any Competition Authorities), on the other hand, and the Company shall promptly inform Acquiror SPAC of any communication between either the Company, on the one hand, and any Governmental AuthorityAuthority (including any Competition Authorities), on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act any Competition Laws or enter into any agreement with any Governmental Authority not to consummate the TransactionsTransactions or by the other Transaction Agreements, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, SPAC and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Purchaser, Blocker Corp, the Parties Sellers and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04‎Article 7). Without limiting Each of Purchaser, Blocker Corp, the generality of Sellers and the foregoing, each of the Parties Company shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated by this Agreement. All HSR Act filing fees and any filing fees in connection with any applicable foreign antitrust or competition laws shall be borne solely by Purchaser and Purchaser shall reimburse the Transaction AgreementsSellers or its applicable Affiliates at Closing for all HSR Act filing fees and any filing fees in connection with any applicable foreign antitrust or competition laws borne by the Company, the Sellers or their Affiliates prior to Closing. Each Party party hereto shall (A) have made or shall make all required filings an appropriate filing, if necessary, pursuant to the HSR Act and any applicable foreign antitrust or competition laws with respect to the Transactions transactions contemplated by this Agreement promptly after the date of this Agreement (and in any event event, within 10 ten (10) Business DaysDays of the date of this Agreement in connection with any filings required pursuant to the HSR Act) following the Original Agreement Date (and (B) respond such filing shall request “early termination” of any applicable waiting periods), and shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, Act and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions foreign antitrust or any Transaction Agreementcompetition laws. Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR ActCompany, Purchaser and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or any foreign antitrust or competition laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay parties hereto, and (ii) Purchaser agrees to promptly take all filing fees in connection with actions that are necessary or reasonably advisable or as may be required by any Governmental Entity to expeditiously consummate the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to including (iA) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of any Group Company (to be conditioned on the Company Closing) or any of their respective Subsidiaries or any entity entity, facility or asset of such Party Purchaser or any of its Affiliates Affiliates, (B) terminating, amending or any other Person or (ii) terminate, amend or assign any assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any terminating existing licenses or other Party or any of its Affiliates, except with each of the agreements (other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults withthan, in the case each case, terminations that would result in a breach of Acquiror a license or such other agreement with a third party) and the Company, in advance and, to the extent not prohibited by entering into such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company new licenses or Acquiror, the opportunity to attend and participate in such meeting or discussionother agreements.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent and the Parties Company shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as reasonably practicable after the Transactions (date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the satisfaction of transactions contemplated by this Agreement (collectively, the closing conditions set forth in Article IX "Governmental Approvals") and (ii) using reasonable best efforts as promptly as practicable taking all steps as may be necessary to obtain PIPE Investments as contemplated by Section 8.04)all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of the Parties shall use reasonable best efforts party hereto agrees to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions promptly (and in any event transactions contemplated hereby within 10 ten Business Days) following Days of the Original Agreement Date and date of this Agreement, (B) respond make all other required filings pursuant to other Regulatory Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (yC) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with the FTC or the DOJ or any other Governmental Authority Entity not to consummate the Transactionstransactions contemplated by this Agreement, except with the prior written consent of the other Partiesparty hereto (which shall not be unreasonably withheld, conditioned or delayed). The Parent and the Company will pay all filing fees in connection with shall supply as promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or any of its Affiliates advisable to agree to (i) sell, license cause the expiration or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets termination of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or applicable waiting periods under the HSR Act and any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionRegulatory Law as soon as possible.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Mxxxxx Sxxxxxx, Parent, Seller, Buyer, OFC and the Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.049). Without limiting Each of Mxxxxx Sxxxxxx, Parent, Seller, Buyer, OFC and the generality of the foregoing, each of the Parties Company shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated by this Agreement. All filing and application fees required in connection with obtaining such consents from Governmental Entities shall be borne by Seller except the Transaction AgreementsHSR Act filing fee shall be borne by Buyer. Each Party shall (A) make all required filings has made an appropriate filing pursuant to the HSR Act with respect to the Transactions promptly (transactions contemplated by this Agreement and in any event within 10 Business Days) following the Original Agreement Date and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR ActCompany, Mxxxxx Sxxxxxx, Parent, Seller, Buyer, OFC and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay , and (ii) Buyer agrees to take all filing fees in connection with actions that are necessary or reasonably advisable or as may be required by any Governmental Entity to expeditiously consummate the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in transactions contemplated by this Agreement; provided, nothing however, in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates no event shall Buyer be required to agree to any limitations or restrictions that would result in a Burdensome Condition, including (iA) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of the Company Buyer or any of their respective Subsidiaries its Affiliates, (B) terminating, amending or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any assigning existing relationships and contractual rights and obligations and (C) amending, assigning or obligations. No Party shall agree terminating existing licenses or other agreements and entering into such new licenses or other agreements to the extent any of the measures actions set forth in clauses (A) through (C) above, individually or in the foregoing sentence with respect to any other Party or any of its Affiliatesaggregate, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (would result in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionBurdensome Condition.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Purchaser, the Parties Sellers and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.047). Without limiting Each of Purchaser, the generality of Sellers and the foregoing, each of the Parties Company shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated by this Agreement. All HSR Act filing fees and any filing fees in connection with any applicable foreign antitrust or competition laws shall be borne solely by Purchaser and Purchaser shall reimburse the Transaction AgreementsSellers or its applicable Affiliates at Closing for all HSR Act filing fees and any filing fees in connection with any applicable foreign antitrust or competition laws borne by the Company, the Sellers or their Affiliates prior to Closing. Each Party party hereto shall (A) have made or shall make all required filings an appropriate filing, if necessary, pursuant to the HSR Act and any applicable foreign antitrust or competition laws with respect to the Transactions transactions contemplated by this Agreement promptly after the Signing Date (and in any event event, within 10 ten (10) Business DaysDays of the Signing Date in connection with any filings required pursuant to the HSR Act) following the Original Agreement Date (and (B) respond such filing shall request “early termination” of any applicable waiting periods), and shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, Act and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions foreign antitrust or any Transaction Agreementcompetition laws. Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR ActCompany, Purchaser and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or any foreign antitrust or competition laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay parties hereto, and (ii) Purchaser agrees to promptly take all filing fees in connection with actions that are necessary or reasonably advisable or as may be required by any Governmental Entity to expeditiously consummate the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to including (iA) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of any Group Company (to be conditioned on the Company Closing) or any of their respective Subsidiaries or any entity entity, facility or asset of such Party Purchaser or any of its Affiliates Affiliates, (B) terminating, amending or any other Person or (ii) terminate, amend or assign any assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any terminating existing licenses or other Party or any of its Affiliates, except with each of the agreements (other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults withthan, in the case each case, terminations that would result in a breach of Acquiror a license or such other agreement with a third party) and the Company, in advance and, to the extent not prohibited by entering into such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company new licenses or Acquiror, the opportunity to attend and participate in such meeting or discussionother agreements.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective effective, as promptly as reasonably practicable practicable, the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing Closing conditions set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to obtain PIPE Investments solicit proxies in connection with the Priveterra Stockholder Approval, and (iii) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, Priveterra)). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The costs incurred in connection with obtaining such Consents, including the HSR Act filing fee, shall be borne 50% by the Company and 50% by Priveterra; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten (10) Business DaysDays following the first filing of the Registration Statement/Proxy Statement with the SEC) following the Original Agreement Date date of this Agreement, and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror Priveterra shall promptly inform the Company of any communication between Acquirorany Priveterra Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror Priveterra of any communication between either Companythe Company or any of its Affiliates, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of Priveterra and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or facilities, (ii2) terminate, amend or assign any existing relationships and contractual rights or obligations, including licenses, or (3) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of Xxxxxxxxxx’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Party shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated hereby (including (ix) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 10, (y) obtaining as promptly as practicable all consents, approvals, registrations, authorizations, waivers and (ii) using reasonable best efforts permits necessary or advisable to obtain PIPE Investments as contemplated by Section 8.04). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with be obtained from any third party or deliver to, as applicable, any consents of any Governmental Authorities and the expiration or other Persons termination of all applicable waiting periods under applicable Antitrust Laws necessary to consummate the Transactions and the transactions contemplated hereby, and (z) obtaining approval for listing the Newco Common Stock issued pursuant to this Agreement on the NASDAQ). Subject to Section 12.06, the costs incurred in connection with obtaining such consents of all Governmental Authorities, such expiration or termination of all applicable waiting periods under applicable Antitrust Laws, including HSR Act filing fees and any filing fees in connection with any other Antitrust Law, and any fees associated with obtaining approval for listing the Newco Common Stock issued pursuant to this Agreement on the NASDAQ, shall be paid by DSAC (if to be paid prior to the Transaction AgreementsClosing) or by Newco (if to be paid at or after the Closing). Each Party shall make or cause to be made (Aand not withdraw) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond transactions contemplated hereby as promptly as reasonably practicable after the date hereof. The Parties shall request early termination of the waiting period in any filings submitted under the HSR Act and shall use commercially reasonable efforts to supply as promptly as practicable to any requests by any the appropriate Governmental Authority for Authorities additional information and documentary material that may be requested pursuant to the HSR ActAct or any other Antitrust Law. Acquiror (The foregoing notwithstanding, nothing herein shall promptly inform require the Company to incur any liability or expenses (other than Company Transaction Expenses of any communication between Acquiror, on the one handtype set forth in clause (i) of the definition thereof, and any Governmental Authority, other de minimis costs and expenses) or DSAC to subject itself or its business to any imposition of any limitation on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions ability to conduct its business or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period own or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any exercise control of its Affiliates to agree to (i) sell, license assets or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Companyproperties.), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement and (ii) using reasonable best efforts the Company taking, or causing to obtain PIPE Investments be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The Company shall bear the costs incurred in connection with obtaining such Consents, including the HSR Act filing fee; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (Ai) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten (10) Business Days) following the Original Agreement Date and (Bii) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror Xxxxxxx shall promptly inform the Company of any communication between Acquirorany Carmell Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror Xxxxxxx of any communication between either the Company, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of Carmell and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or Company, (ii) terminate, amend or assign any existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of Xxxxxxx’x and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Xxxxxx Xxxxxxx, Parent, Seller, Buyer and the Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.049). Without limiting Each of Xxxxxx Xxxxxxx, Parent, Seller, Buyer and the generality of the foregoing, each of the Parties Company shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated by this Agreement. All filing and application fees required in connection with obtaining such consents from Governmental Entities shall be borne by Seller except that the Transaction AgreementsHSR Act filing fee shall be borne by Buyer. Each Party shall (A) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event event, within 10 fifteen (15) Business Days) following after the Original date of this Agreement Date and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR ActCompany, Xxxxxx Xxxxxxx, Parent, Seller, Buyer and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay , and (ii) Buyer agrees to take all filing fees in connection with actions that are necessary or reasonably advisable or as may be required by any Governmental Entity to expeditiously consummate the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in transactions contemplated by this Agreement; provided, nothing however, in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates no event shall Buyer be required to agree to any limitations or restrictions that would result in a Burdensome Condition, including (iA) sellselling, license licensing or otherwise dispose disposing of, or hold holding separate and agree agreeing to sell, license or otherwise dispose of, any entities entities, assets or assets facilities of any Group Company after the Company Closing or any of their respective Subsidiaries or any entity entity, facility or asset of such Party Buyer or any of its Affiliates Affiliates, (B) terminating, amending or any other Person or (ii) terminate, amend or assign any assigning existing relationships and contractual rights and obligations and (C) amending, assigning or obligations. No Party shall agree terminating existing licenses or other agreements and entering into such new licenses or other agreements to the extent any of the measures actions set forth in clauses (A) through (C) above, individually or in the foregoing sentence with respect to any other Party or any of its Affiliatesaggregate, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (would result in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionBurdensome Condition.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Domestication and the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE the Investments as contemplated by Section 8.04on the terms and subject to the conditions set forth in the Subscription Agreements). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities or other Persons necessary to consummate the Domestication, the Transactions and the other transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original date of this Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company Parties of any communication between Acquirorany Acquiror Party, on the one hand, and any Governmental Authority, on the other hand, and the each Company Party shall promptly inform Acquiror and the other Company Party of any communication between either Companyany Company Group Member, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding the Domestication, any of the Transactions Transactions, any other Transaction Agreement or any Transaction Agreementof the other transactions contemplated thereby. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Domestication or any of the Transactions, except with the prior written consent of the other Parties. The Company Acquiror will pay all filing fees in connection with the HSR Act Act, and will pay any and all similar filing fees regarding regulatory or Governmental Authority approval in connection with the Domestication and the Transactions, including, but not limited to filing of the Registration Statement, when due and such fees shall be deemed 50% Company Transaction Expenses and 50100% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the either Company Party or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquirorthe Acquiror Parties, on the one hand, and the CompanyCompany Parties, on the other hand, shall give counsel for the Company ZF and IDX (in the case of Acquirorany Acquiror Party) or Acquiror and the other Company Party (in the case of the CompanyCompany Parties), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror, ZF and IDX, or, in the case of either Company Party, Acquiror and the Companyother Company Party, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror Acquiror, ZF and the CompanyIDX, or, in the case of either Company or AcquirorParty, Acquiror and the other Company Party, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain the PIPE Investments as contemplated by Section 8.04Financing on the terms and subject to the conditions set forth in the Subscription Agreement). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (Ai) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 ten (10) Business Days) following the Original date of this Agreement Date and (Bii) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquirorany Acquiror Party, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either the Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (xa) the Parties agree to request early termination of all the applicable waiting periods applicable to the Transactions period under the HSR Act, and (yb) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the TransactionsTransactions or by the Ancillary Documents, except with the prior written consent of Acquiror and the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction ExpensesCompany. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective its Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of Acquiror’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquirorthe Acquiror Parties, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquirorany Acquiror Party) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, telephone with any Governmental Authority in connection with the Transactions unless it consults with, in the case of any Acquiror and Party, the Company, or, in the case of the Company, Acquiror in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of any Acquiror and Party, the Company, or, in the case of either Company or the Company, Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as reasonably practicable the Transactions (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX 7 and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated the approval by Section 8.04the applicable Governmental Authorities of the amend and restate the Organizational Documents of Parent). Without limiting the generality All of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file filing fees under any Antitrust Laws or other filings with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate in connection with the Transactions and the transactions contemplated Reorganization will be paid in full by the Transaction AgreementsUEC Parties. Each Party shall (A) make all required an appropriate filings and notices, if necessary, pursuant to the HSR Act all applicable Antitrust Laws with respect to the Transactions promptly (and in any event event, within 10 Business Days30 days after the date of this Agreement) following the Original Agreement Date and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to any such Laws. Without limiting the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquirorforegoing, (i) SPAC, on the one hand, and any Governmental Authoritythe UEC Parties, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Companyin each case including their respective Affiliates, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend take any action that has or may have the effect of extending any waiting period, review period or comparable period under the HSR Act any applicable Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees Party, and (ii) except for conduct remedies in connection with respect of the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything operation of the businesses of the Group Companies which are not, individually or in the aggregate, material to the contrary in this Agreementoperation of the businesses of the Group Companies, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to the UEC Parties shall not be obligated to: (iA) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose ofof (x) any entities, assets or facilities of any entities Group Company after the Closing or assets of the Company or (y) any of their respective Subsidiaries or any entity entity, facility or asset of such Party TRA or any of its Affiliates before or any other Person or after the Closing; (iiB) terminate, amend or assign any existing relationships and contractual rights and obligations; or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any (C) amend, assign or terminate existing licenses or other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionagreements.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective effective, as promptly as reasonably practicable practicable, the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing Closing conditions set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to obtain PIPE Investments solicit proxies in connection with the Redwoods Stockholder Approval, and (iii) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, Redwoods)). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The costs incurred in connection with obtaining such Consents, including the HSR Act filing fee, shall be borne 50% by the Company and 50% by Redwoods; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten (10) Business DaysDays following the first filing of the Registration Statement/Proxy Statement with the SEC) following the Original Agreement Date date of this Agreement, and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror Redwoods shall promptly inform the Company of any communication between Acquirorany Redwoods Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror Redwoods of any communication between either Companythe Company or any of its Affiliates, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of Redwoods and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or facilities, (ii2) terminate, amend or assign any existing relationships and contractual rights or obligations, including licenses, or (3) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of Xxxxxxxx’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent and the Parties Company shall use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as reasonably promptly as reasonably practicable after the Transactions (date hereof and in any event no later than the End Date the transactions contemplated by this Agreement, including (i) preparing as reasonably promptly as practicable all necessary applications, notices, petitions, filings, ruling requests and other documents and to obtain as reasonably promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the satisfaction of transactions contemplated by this Agreement (collectively, the closing conditions set forth in Article IX “Governmental Approvals”) and (ii) using reasonable best efforts as reasonably promptly as practicable taking all steps as may be necessary to obtain PIPE Investments as contemplated by Section 8.04)all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of the Parties shall use reasonable best efforts party hereto agrees to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions promptly transactions contemplated hereby within ten (and in any event within 10 10) Business Days) Days following the Original Agreement Date and date of this Agreement, (B) respond make all other required filings pursuant to other Regulatory Laws with respect to the transactions contemplated hereby as reasonably promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Actpracticable, and (yC) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with the Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Authority Entity not to consummate the Transactionstransactions contemplated by this Agreement, except with the prior written consent of the other Partiesparties hereto. The Each of Parent and the Company will pay all filing fees in connection with shall supply as reasonably promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or any of its Affiliates advisable to agree to (i) sell, license cause the expiration or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets termination of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or applicable waiting periods under the HSR Act and any other Person or (ii) terminate, amend or assign any existing relationships Regulatory Law as soon as possible and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with event no later than the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionEnd Date.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX ‎9 and (ii) LIVB using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04cause the funding of the Anchor Investment on the terms and subject to the conditions set forth in the Mandatorily Convertible Notes). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror LIVB shall promptly inform the Company of any communication between AcquirorLIVB, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror LIVB of any communication between either the Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 ‎Section 8.1 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective its Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii2) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, AcquirorLIVB, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of AcquirorLIVB) or Acquiror LIVB (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and LIVB, the Company, or, in the case of the Company, LIVB, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and LIVB, the Company, or, in the case of either Company or Acquirorthe Company, LIVB, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Parent, Amalgamation Sub and the Parties Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.047). Without limiting Each of Parent, Amalgamation Sub and the generality of the foregoing, each of the Parties Company shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions transactions contemplated by this Agreement. All costs incurred in connection with obtaining such consents, including the filing fees under the HSR Act and other Antitrust Laws, shall be borne equally by Parent and the Company. Each Party shall make an appropriate filing, if necessary, pursuant to the HSR Act and all other filings required by applicable Antitrust Laws with respect to the transactions contemplated by this Agreement promptly (and in any event, within fifteen (15) Business Days in the Transaction Agreements. Each Party shall (A) make all required case of filings pursuant to the HSR Act with respect to Act, and within twenty (20) Business Days in the Transactions promptly (case of all other filings required by applicable Antitrust Laws) after the date of this Agreement and in any event within 10 Business Days) following the Original Agreement Date and (B) respond shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the Act or other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction AgreementAntitrust Laws. Without limiting the foregoing, (xi) Parent, Amalgamation Sub and the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, Company and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due , and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No each Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one handshall, and the Companyshall cause its Affiliates to, on the other hand, shall give counsel for the Company (in the case of Acquiror) take all actions that are reasonably necessary or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to as may be required by any Governmental Authority relating Entity to expeditiously consummate the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or transactions contemplated by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionthis Agreement.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective effective, as promptly as reasonably practicable practicable, the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing Closing conditions set forth in Article IX 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using reasonable best efforts to solicit proxies in connection with the SPAC Stockholder Approval, and (iii) using reasonable best efforts to obtain the PIPE Investments Financing on the terms and subject to the conditions set forth in the Subscription Agreements, (iv) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as contemplated by Section 8.04of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, SPAC) and (v) making all such filings with and obtaining all such approvals of Nasdaq to permit Series A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities Entities necessary, proper or other Persons necessary advisable to consummate the Transactions and the transactions contemplated by this Agreement or the Transaction AgreementsAncillary Documents. The costs incurred in connection with obtaining such Consents, including the HSR Act filing fee, shall be borne by SPAC; provided, however, that each Party shall, subject to Section 8.6, bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make all required any appropriate filings pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event within 10 ten Business Days) following the Original Agreement Date date of this Agreement, and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror SPAC shall promptly inform the Company of any communication between Acquirorany SPAC Party, on the one hand, and any Governmental AuthorityEntity, on the other hand, and the Company shall promptly inform Acquiror SPAC of any communication between either Companythe Company or any of its Affiliates, on the one hand, and any Governmental AuthorityEntity, on the other hand, in either case, regarding any of the Transactions transactions contemplated by this Agreement or any Transaction AgreementAncillary Document. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of SPAC and the other PartiesCompany. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing Nothing in this Section 8.01 or any other provision of this Agreement 5.2 obligates any Party or any of its Affiliates to agree to (i1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities entities, assets or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or facilities, (ii2) terminate, amend or assign any existing relationships and contractual rights or obligations, including licenses, or (3) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures in the foregoing sentence with respect to any other Party or any of its AffiliatesParty, except with each of SPAC’s and the other Parties’ Company’s prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX ‎IX and (ii) using reasonable best efforts to obtain consummate the PIPE Investments as contemplated by Section 8.04Financing on the terms and subject to the conditions set forth in the PIPE Agreements). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities (including notice to the IIA and the AIDIE) or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (Ai) make all submit notifications (including draft notifications, as applicable), filings, notices and other required filings submissions pursuant to the HSR Act Competition Laws of the other jurisdictions set forth on Schedule ‎8.01(a) with respect to the Transactions transactions contemplated by this Agreement as promptly (and in any event within 10 Business Days) as practicable following the Original date of this Agreement Date and (Bii) respond as promptly as reasonably practicable to any requests by any Governmental Authority (including notice to the IIA and the AIDIE) for additional information and documentary material that may be requested pursuant to the HSR Actany Competition Laws. Acquiror SPAC shall promptly inform the Company of any communication between AcquirorSPAC, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror SPAC of any communication between either the Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act any Competition Laws or enter into any agreement with any Governmental Authority not to consummate the TransactionsTransactions or by the other Transaction Agreements, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, SPAC and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain the PIPE Investments as contemplated by Section 8.04Investment on the terms and subject to the conditions set forth in the Subscription Agreement). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents Consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original date of this Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company Parties of any communication between Acquirorany Acquiror Party, on the one hand, and any Governmental Authority, on the other hand, and the Company Parties shall promptly inform Acquiror of any communication between either CompanyCompany Party, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company Parties will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company BB Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the either Company Party or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquirorthe Acquiror Parties, on the one hand, and the CompanyCompany Parties, on the other hand, shall give counsel for the Company BB (in the case of Acquirorany Acquiror Party) or Acquiror (in the case of the CompanyCompany Parties), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and Acquiror, BB, or, in the Companycase of either Company Party, Acquiror, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the CompanyAcquiror, BB, or, in the case of either Company or Party, Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of Buyer, the Parties shall Sellers, WCAS Blocker and the Company will use their respective reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX ARTICLE II, including the completion of the Contribution and Exchange and the WCAS Blocker Reorganization); provided, however, that notwithstanding anything to the contrary contained in this Agreement, in the case of any consents or approvals of any Persons (iiother than a Governmental Body) using reasonable best efforts that may be required in connection with the foregoing or otherwise related to obtain PIPE Investments as this Agreement or the transactions contemplated by Section 8.04)hereby, no party hereto will be required to make any payments to any third party to secure any such consent or approval and will not be required to modify any such Contract to which the consent or approval may relate. Without limiting the generality of the foregoingforegoing or Buyer’s obligations under Section 5.05(b), each of the Parties shall Company, the WCAS Blocker, the Sellers and Buyer will use reasonable best efforts to obtainmake filings or notifications with, file with or deliver to, as applicable, any and obtain consents of any all Governmental Authorities or other Persons Bodies necessary to consummate the Transactions and the transactions contemplated by this Agreement. All HSR Act filing fees will be borne by the Transaction AgreementsCompany. Each Party shall of the Company, the WCAS Blocker, the Sellers and Buyer (Ai) will make all required filings an appropriate filing pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event event, within 10 ten (10) Business Days) following after the Original Agreement Date date hereof or by such other date mutually agreed by the Sellers’ Representative and Buyer (unless filed prior to the date hereof) and (Bii) will respond as promptly as reasonably practicable and advisable to any requests by any a request from the appropriate Governmental Authority Bodies for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall Each of the Company, the Sellers, the WCAS Blocker and Buyer will promptly inform the Company Sellers’ Representative of any substantive communication between Acquiror, on the one hand, such party and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, Body regarding any of the Transactions or any Transaction transactions contemplated by this Agreement. Without limiting the foregoing, (x) none of the Parties agree to request early termination Company, the Sellers, the WCAS Blocker or Buyer, nor any of all waiting periods applicable to the Transactions under the HSR Acttheir respective Affiliates, and (y) each Party and its respective Affiliates shall not will extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority Body not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionparties hereto.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Buyer and Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated by this Agreement (including (i) the satisfaction of the closing Closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.047). Without limiting the generality of the foregoing, each of the Parties Buyer shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any obtain consents of any all Governmental Authorities or other Persons Entities necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreementsthis Agreement, and Seller shall provide all reasonable assistance requested by Buyer in connection therewith. All HSR Act and Foreign Competition Law filing fees shall be borne by Buyer. Each Party shall (A) make all required filings an appropriate filing, if necessary, pursuant to the HSR Act and the Foreign Competition Laws set forth on Schedule 3.5 with respect to the Transactions transactions contemplated by this Agreement promptly (and in any event event, within 10 five Business Days) following after the Original date of this Agreement Date (and (Bany such filing shall request “early termination” of any applicable waiting periods) respond and shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform Act or the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreementapplicable Foreign Competition Laws. Without limiting the foregoing, (xi) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR ActSeller, Buyer and (y) each Party and its their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or any Foreign Competition Laws or enter into any agreement with any Governmental Authority Entity not to consummate the Transactionstransactions contemplated hereby, except with the prior written consent of the other Parties. The Company will pay , and (ii) Buyer agrees to take any and all filing fees in connection with actions that are necessary or reasonably advisable or as may be required by any Governmental Entity to expeditiously consummate the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, nothing but in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates event prior to agree to the Buyer Termination Date, including (iA) sellselling, license divesting, licensing or otherwise dispose disposing of, or hold holding separate and agree otherwise agreeing to sell, divest, license or otherwise dispose of, any entities entities, assets or assets facilities of the Company Group Companies after the Closing or any of their respective Subsidiaries or any entity entity, facility or asset of such Party Buyer or any of its Affiliates Affiliates, (B) terminating, amending or any other Person or (ii) terminate, amend or assign any assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or obligations. No Party shall agree to any terminating existing licenses or other agreements (other than terminations that would result in a breach of the measures in the foregoing sentence a license or such other agreement with respect to any a third party) and entering into such new licenses or other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionagreements.

Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to obtain PIPE Investments as contemplated by Section 8.04IX). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of their respective Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussion.

Efforts to Consummate. (a) Subject to the terms and conditions hereinherein provided, each of the Parties Party shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective as promptly as reasonably practicable the Transactions transactions contemplated hereby (including (ix) the satisfaction satisfaction, but not waiver, of the closing conditions set forth in Article IX ‎‎Article 10, (y) obtaining consents of all Governmental Authorities and the expiration or termination of all applicable waiting periods under applicable Antitrust Laws necessary to consummate the transactions contemplated hereby, and (iiz) using reasonable best efforts obtaining approval for listing the Surviving Pubco Common Stock issued pursuant to obtain PIPE Investments as contemplated by Section 8.04this Agreement on Nasdaq). Without limiting Subject to ‎Section 12.06, the generality costs incurred in connection with obtaining such consents of all Governmental Authorities, such expiration or termination of all applicable waiting periods under applicable Antitrust Laws, including HSR Act filing fees and any filing fees in connection with any other Antitrust Law, and any fees associated with obtaining approval for listing the Surviving Pubco Common Stock issued pursuant to this Agreement on Nasdaq, shall be paid 50% by the Company and 50% by LIVK. Each Party shall make or cause to be made (and not withdraw) an appropriate filing, if necessary, pursuant to the HSR Act and any other applicable Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable after the date hereof (and in any event, with respect to filings required under the HSR Act, within ten (10) Business Days). The Parties shall request early termination of the foregoing, each of waiting period in any filings submitted under the Parties HSR Act and shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (A) make all required filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within 10 Business Days) following the Original Agreement Date and (B) respond supply as promptly as reasonably practicable to any requests by any the appropriate Governmental Authority for Authorities additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between Acquiror, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between either Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, (x) the Parties agree to request early termination of all waiting periods applicable to the Transactions under the HSR Act, and (y) each Party and its respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Parties. The Company will pay all filing fees in connection with the HSR Act when due and such fees shall be deemed 50% Company Transaction Expenses and 50% Acquiror Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sellAntitrust Law. The foregoing notwithstanding, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of nothing herein shall require the Company or LIVK to incur any liability or expense (other than de minimis costs and expenses) or subject itself or its business to any imposition of their any material limitation on the ability to conduct its respective Subsidiaries business or any entity to own or asset of such Party or any exercise control of its Affiliates respective assets or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with each of the other Parties’ prior written consent. During the Interim Period, Acquiror, on the one hand, and the Company, on the other hand, shall give counsel for the Company (in the case of Acquiror) or Acquiror (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of Acquiror and the Company, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of Acquiror and the Company, or, in the case of either Company or Acquiror, the opportunity to attend and participate in such meeting or discussionrespective properties.