Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Company and the Acquiror agrees to use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate the transactions contemplated hereby as soon as practicable after the date hereof (but in any event prior to the End Date), including taking all actions to avoid or eliminate each and every impediment to Closing, obtaining any consent, authorization, license, permit, waiting period expiration, order or approval of, clearance from, or exemption by, any Governmental Entity required or advisable to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the transactions contemplated by this Agreement (collectively, “Approvals”). (b) In furtherance and not in limitation of the foregoing, each of the Company and the Acquiror agrees (i) as promptly as practicable, and in any event no later than ten (10) Business Days after the date of this Agreement, to prepare and submit a Notification and Report Form as required under the HSR Act, and (ii) as promptly as practicable following the receipt thereof, respond to (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by either the Company or the Acquiror from any Governmental Entity and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The payment of all filing fees under the HSR Act shall be borne equally (i.e., 50/50) by the Acquiror, on the one hand, and the Company, on the other hand. (c) Subject to applicable confidentiality restrictions or other restrictions required by applicable Law, the Company and the Acquiror will notify each other promptly upon the receipt of any request, investigation, comment, question or other inquiry from any officials of any Governmental Entity in connection with any filings made pursuant to this Section 5.4, and shall cooperate in responding to any such request, investigation, comment, question, or inquiry. Without limiting the generality of the foregoing, each of the Company and the Acquiror shall cooperate with each other and consider the good faith views of the other party with respect to all analyses, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party to any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by applicable Law and by the applicable Governmental Entity, each of Company and the Acquiror shall give each other the opportunity to attend and participate in any substantive meetings, discussions, or conferences with any Governmental Entity taken pursuant to this Section 5.4. The Company and the Acquiror may, as each deems advisable and necessary, designate any competitively sensitive material provided to the other pursuant to this Section 5.4(c) as “Antitrust Counsel Only Material,” in which case such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, materials provided pursuant to this Section 5.4(c) may be redacted (i) to the extent necessary to comply with contractual arrangements and (ii) to the extent necessary to address reasonable privilege and confidentiality concerns. (d) Notwithstanding anything in this Agreement to the contrary, neither the Acquiror nor the Company, nor any of their respective Affiliates, in each case as applicable, shall be required to take any of the following actions: (i) propose, negotiate, offer to commit and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (ii) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control with respect to the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (iii) terminate any Contract or other business relationship, or (iv) extend any waiting period with any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) each party shall cooperate with the other and use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Entity that would reasonably be expected to restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Entity and (B) the Acquiror agrees (and none of the obligations set forth in this clause (B) will be limited or qualified by “reasonable best efforts”), to the extent required by any Governmental Entity to consummate the transactions contemplated by this Agreement prior to the End Date, to (1) propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of a portion of the Business or any of the Transferred Assets, (2) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control in each case with respect to the Business or any Transferred Assets, or (3) terminate any Contract or other business relationship of the Business (each of the actions referred to in clauses (1) through (3), a “Remedial Action”), in each case of the foregoing clauses (1) through (3), so long as such required Remedial Action would not, individually or in the aggregate, reasonably be expected to have a material adverse impact on the Business; provided further, however, that the consummation of any such required Remedial Action shall be conditioned upon the occurrence of the Closing.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Company and the Acquiror agrees to party will use its reasonable best efforts to take, or cause to be taken, all reasonable actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws Law to consummate the transactions contemplated hereby as soon as practicable after the date hereof (but in any event prior to the End Date), including taking all actions to avoid or eliminate each and every impediment to Closing, obtaining any consent, authorization, license, permit, waiting period expiration, order or approval of, clearance from, or exemption by, any Governmental Entity required or advisable to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the transactions contemplated by this Agreement (collectively, “Approvals”). (b) In furtherance and not in limitation of the foregoing, each of the Company and the Acquiror agrees (i) as promptly as practicable, and in any event no later than ten (10) Business Days after the date of this Agreement, to prepare including preparing and submit a Notification and Report Form as required under the HSR Act, and (ii) filing as promptly as practicable following the receipt thereof, respond all documentation to (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by either the Company or the Acquiror from any Governmental Entity and to take effect all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The payment of all filing fees under the HSR Act shall be borne equally (i.e., 50/50) by the Acquiror, on the one hand, and the Company, on the other hand. (c) Subject to applicable confidentiality restrictions or other restrictions required by applicable Law, the Company and the Acquiror will notify each other promptly upon the receipt of any request, investigation, comment, question or other inquiry from any officials of any Governmental Entity in connection with any filings made pursuant to this Section 5.4, and shall cooperate in responding to any such request, investigation, comment, question, or inquiry. Without limiting the generality of the foregoing, each of the Company and the Acquiror shall cooperate with each other and consider the good faith views of the other party with respect to all analyses, presentations, memoranda, briefs, necessary filings, argumentsnotices, petitions, statements, registrations, submissions of information, applications and proposals made by or on behalf of either party to any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by applicable Law and by the applicable Governmental Entity, each of Company and the Acquiror shall give each other the opportunity to attend and participate in any substantive meetings, discussions, or conferences with any Governmental Entity taken pursuant to this Section 5.4. The Company and the Acquiror may, as each deems advisable and necessary, designate any competitively sensitive material provided to the other pursuant to this Section 5.4(c) as “Antitrust Counsel Only Material,” in which case such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, materials provided pursuant to this Section 5.4(c) may be redacted (i) to the extent documents necessary to comply with contractual arrangements and (ii) to the extent necessary to address reasonable privilege and confidentiality concerns. (d) Notwithstanding anything in this Agreement to the contrary, neither the Acquiror nor the Company, nor any of their respective Affiliates, in each case as applicable, shall be required to take any of the following actions: (i) propose, negotiate, offer to commit and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (ii) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control with respect to the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (iii) terminate any Contract or other business relationship, or (iv) extend any waiting period with any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) each party shall cooperate with the other and use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Entity that would reasonably be expected to restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Entity and (B) the Acquiror agrees (and none of the obligations set forth in this clause (B) will be limited or qualified by “reasonable best efforts”), to the extent required by any Governmental Entity to consummate the transactions contemplated by this Agreement prior Agreement. (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to the End Date, to (1be instituted) propose, negotiate, offer to commit and effect, by consent decree, hold separate order a Governmental Authority or otherwise, the sale, divestiture or disposition of a portion of the Business or private party challenging any of the Transferred Assetstransactions contemplated by this Agreement, (2) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control in each case with respect to the Business or any Transferred Assetsother agreement contemplated hereby, or (3) terminate any Contract or other business relationship of the Business (each of the actions referred Company and Investor shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in clauses effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (1c) through Each of the Company, it Subsidiaries and the Investor shall hold, and shall cause their respective Representatives (3)as defined in the Confidentiality Agreement) to hold, a “Remedial Action”)all information received from the other party, directly or indirectly, in each case confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the foregoing clauses Confidentiality Agreement, which Confidentiality Agreement shall survive any termination of this Agreement. (1d) through On or before the earlier of (3)x) January 31, so long 2012 or (y) two Business Days immediately preceding the Closing Date, the Company shall supplement the well lists set forth on Section 1.1A of the Disclosure Schedule, to the extent reasonably practicable, to include as additions to such required Remedial Action would not, individually or in schedule (i) the aggregate, reasonably be expected to have a material adverse impact on the Business; provided further, however, that the consummation status of any such required Remedial Action shall be conditioned upon the occurrence well for which status is not already identified thereon as of the Closingdate hereof and (ii) the API well numbers for those ▇▇▇▇▇ listed for which no such number is disclosed.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each of the Company and the Acquiror agrees to parties shall use its reasonable best efforts to (i) take, or cause to be taken, all reasonable actions, actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under any applicable Laws laws and regulations to consummate the Merger and the other transactions contemplated hereby by this Agreement at the earliest practicable date, including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as soon as practicable after are necessary to obtain any requisite consent, (B) using reasonable best efforts to defend all lawsuits and other legal proceedings by or before any Governmental Entity challenging this Agreement or the date hereof consummation of the Merger, and (but in C) using reasonable best efforts to resolve any event prior objection asserted with respect to the End Date)transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, including taking all actions and to avoid have vacated, lifted, reversed or eliminate each and every impediment to Closingoverturned any injunction, obtaining any consentdecree, authorization, license, permit, waiting period expirationruling, order or approval of, clearance from, or exemption by, other action of any Governmental Entity required that would prevent, prohibit, restrict or advisable to be obtained or made by delay the Company or the Acquiror or any consummation of their Affiliates in connection with the transactions contemplated by this Agreement (collectively, “Approvals”)Agreement. (b) In furtherance and not in limitation of the foregoingprovisions of Section 6.8(a), to the extent required by PRC law, each of the Company parties, as applicable, agrees to prepare and the Acquiror agrees (i) file as promptly as practicable, and in any event by no later than ten fifteen (1015) Business Days after from the date of this Agreement, Agreement an initial filing with the PRC Anti-Monopoly Bureau pursuant to prepare the PRC Anti-Monopoly Law. Parent shall pay all filing fees and submit a Notification and Report Form as other charges for the filings required under the HSR Act, and (ii) as promptly as practicable following the receipt thereof, respond to (or properly reduce the scope of) any formal or informal request for additional information or documentary material received PRC Anti-Monopoly Law by either the Company or the Acquiror from any Governmental Entity and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The payment of all filing fees under the HSR Act shall be borne equally (i.e., 50/50) by the Acquiror, on the one hand, and the Company, on the other handParent. (c) Subject to applicable confidentiality restrictions If a party receives a request for information or other restrictions required by applicable Law, the Company and the Acquiror will notify each other promptly upon the receipt of any request, investigation, comment, question or other inquiry documentary material from any officials of any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, a response which is, at a minimum, in substantial compliance with such request. (d) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with any filings made pursuant to this Section 5.4obtaining the approvals of or clearances from each applicable Governmental Entity, and shall cooperate in responding to any such request, investigation, comment, question, or inquiry. Without limiting the generality of the foregoing, each of the Company and the Acquiror shall cooperate including: (i) cooperating with each other in connection with filings required to be made by any party (including under any Antitrust Law) and consider liaising with each other in relation to each step of the good faith views procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without first providing the other party with respect a copy of such notification in draft form and giving such other party a reasonable opportunity to all analyses, presentations, memoranda, briefs, filings, argumentsdiscuss its content before it is filed with the relevant Governmental Entities, and proposals such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing to each other party all information within its possession that is required for any application or on behalf of either other filing to be made by the other party pursuant to any Governmental Entity applicable law in connection with the transactions contemplated by this Agreement and, to the extent permitted by applicable Law and by the applicable Governmental Entity, each of Company and the Acquiror shall give Agreement; (iii) promptly notifying each other the opportunity to attend and participate in of any substantive meetings, discussions, communications from or conferences with any Governmental Entity taken pursuant to this Section 5.4. The Company and the Acquiror may, as each deems advisable and necessary, designate any competitively sensitive material provided to the other pursuant to this Section 5.4(c) as “Antitrust Counsel Only Material,” in which case such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, materials provided pursuant to this Section 5.4(c) may be redacted (i) to the extent necessary to comply with contractual arrangements and (ii) to the extent necessary to address reasonable privilege and confidentiality concerns. (d) Notwithstanding anything in this Agreement to the contrary, neither the Acquiror nor the Company, nor any of their respective Affiliates, in each case as applicable, shall be required to take any of the following actions: (i) propose, negotiate, offer to commit and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (ii) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control with respect to the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (iii) terminate any Contract or other business relationship, or (iv) extend any waiting period with any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) each party shall cooperate with the other and use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Entity that would reasonably be expected to restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Entity and (B) the Acquiror agrees (and none of the obligations set forth in this clause (B) will be limited or qualified by “reasonable best efforts”), to the extent required by any Governmental Entity to consummate the transactions contemplated by this Agreement prior and ensuring to the End Date, to (1) propose, negotiate, offer to commit and effect, extent permitted by consent decree, hold separate order law or otherwise, the sale, divestiture or disposition of a portion Governmental Entity that each of the Business parties is entitled to attend any meetings with or other appearances before any of the Transferred Assets, (2) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control in each case Governmental Entity with respect to the Business transactions contemplated by this Agreement; (iv) consulting and cooperating with each other in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Transferred Assets, party hereto in connection with proceedings under or relating to the Antitrust Laws; and (3v) terminate without prejudice to any Contract or other business relationship rights of the Business (parties hereunder, consulting and cooperating in all respects with each of the actions referred to other in clauses (1) through (3), a “Remedial Action”), in each case of the foregoing clauses (1) through (3), so long as such required Remedial Action would not, individually defending all lawsuits and other proceedings by or in the aggregate, reasonably be expected to have a material adverse impact on the Business; provided further, however, that before any Governmental Entity challenging this Agreement or the consummation of any such required Remedial Action shall the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a party will be conditioned upon provided to the occurrence of other party on an outside-counsel-only basis while, to the Closingextent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available to the other party.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the Company parties hereto shall, and the Acquiror agrees to shall cause their respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all reasonable actions, and to use commercially reasonable efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or and advisable under any applicable Laws to consummate and make effective, in the transactions contemplated hereby as soon as practicable after most expeditious manner practicable, the date hereof (but in any event prior to Merger and the End Date)other Transactions, including taking all actions commercially reasonable efforts to avoid or eliminate each and every impediment take such acts necessary to Closing, obtaining any consent, authorization, license, permit, waiting period expiration, order or approval of, clearance from, or exemption by, any Governmental Entity required or advisable cause the conditions precedent set forth in Article 6 to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the transactions contemplated by this Agreement (collectively, “Approvals”)satisfied. (b) In furtherance and not in limitation of the foregoingcovenants of the parties contained in Section 5.4(a), in the event that any legal, administrative, arbitral or other proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any of the Transactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company and the Acquiror agrees (i) as promptly as practicable, and in any event no later than ten (10) Business Days after the date of this Agreement, to prepare and submit a Notification and Report Form as required under the HSR Act, and (ii) as promptly as practicable following the receipt thereof, respond to (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by either the Company or the Acquiror from any Governmental Entity and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The payment of all filing fees under the HSR Act shall be borne equally (i.e., 50/50) by the Acquiror, on the one hand, and the Company, on the other hand. (c) Subject to applicable confidentiality restrictions or other restrictions required by applicable Law, the Company and the Acquiror will notify each other promptly upon the receipt of any request, investigation, comment, question or other inquiry from any officials of any Governmental Entity in connection with any filings made pursuant to this Section 5.4, and shall cooperate in responding to any such request, investigation, comment, question, or inquiry. Without limiting the generality of the foregoing, each of the Company and the Acquiror shall cooperate with each other and consider the good faith views of the other party with respect to all analyses, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party to any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by applicable Law and by the applicable Governmental Entity, each of Company and the Acquiror shall give each other the opportunity to attend and participate in any substantive meetings, discussions, or conferences with any Governmental Entity taken pursuant to this Section 5.4. The Company and the Acquiror may, as each deems advisable and necessary, designate any competitively sensitive material provided to the other pursuant to this Section 5.4(c) as “Antitrust Counsel Only Material,” in which case such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or use its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, materials provided pursuant to this Section 5.4(c) may be redacted respective reasonable efforts: (i) to the extent necessary to comply with contractual arrangements vigorously defend, contest and resist any such proceeding; (ii) to have vacated, lifted, reversed or overturned any injunction, order, judgment, ruling or decree, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the extent necessary Transactions; and (iii) to address reasonable privilege and confidentiality concernsresolve objections. (dc) Notwithstanding anything in this Agreement to the contrary, neither the Acquiror nor the Company, nor any of their respective Affiliates, nothing contained in each case as applicable, this Agreement shall be required deemed to take any of require Parent or the following actions: (i) propose, negotiate, offer to commit and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of the Business Company or any Transferred Assets Subsidiary or Affiliate thereof to agree to any other properties, rights, assets, businesses, product lines Action of Divestiture. The Company shall not take or services of the Acquiror or any of its Affiliates, (ii) otherwise agree to take any action that would limit Action of Divestiture without the Acquiror’s prior written consent of Parent. For purposes of this agreement, an “Action of Divestiture” shall mean (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or Affiliates or of the Company or its Affiliates’ freedom Subsidiaries, (y) the imposition of actionany limitation on the ability of Parent, its subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership or control with respect to of their respective businesses and, in the Business or any Transferred Assets or any other propertiescase of Parent, rights, assets, businesses, product lines or services the businesses of the Acquiror or any of Company and its Affiliates, (iii) terminate any Contract or other business relationshipSubsidiaries, or (ivz) extend the imposition of any waiting period with impediment on Parent, its subsidiaries or Affiliates or the Company or its Subsidiaries under any Governmental Entity without the consent of the other partystatute, which consent shall not be unreasonably withheldrule, conditioned or delayed; providedregulation, however, that (A) each party shall cooperate with the other and use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any executive order, judgment, decree, injunction or ruling of any Governmental Entity that would reasonably be expected to restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Entity and (B) the Acquiror agrees (and none of the obligations set forth in this clause (B) will be limited or qualified by “reasonable best efforts”), to the extent required by any Governmental Entity to consummate the transactions contemplated by this Agreement prior to the End Date, to (1) propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwiseother legal restraint governing competition, the sale, divestiture monopolies or disposition of a portion of the Business or any of the Transferred Assets, (2) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control in each case with respect to the Business or any Transferred Assets, or (3) terminate any Contract or other business relationship of the Business (each of the actions referred to in clauses (1) through (3), a “Remedial Action”), in each case of the foregoing clauses (1) through (3), so long as such required Remedial Action would not, individually or in the aggregate, reasonably be expected to have a material adverse impact on the Business; provided further, however, that the consummation of any such required Remedial Action shall be conditioned upon the occurrence of the Closingrestrictive trade practices.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each of the Company and the Acquiror agrees to parties shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all reasonable actions, actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under any applicable Laws laws and regulations to consummate the transactions contemplated hereby as soon as practicable after Merger and the date hereof (but in any event prior to the End Date), including taking all actions to avoid or eliminate each and every impediment to Closing, obtaining any consent, authorization, license, permit, waiting period expiration, order or approval of, clearance from, or exemption by, any Governmental Entity required or advisable to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the other transactions contemplated by this Agreement at the earliest practicable date, including: (collectivelyA) causing the preparation and filing of all forms, “Approvals”). registrations and notices required to be filed to consummate the Merger; (bB) In furtherance defending all lawsuits and not in limitation of the foregoing, each of the Company and the Acquiror agrees (i) as promptly as practicable, and in any event no later than ten (10) Business Days after the date of this Agreement, to prepare and submit a Notification and Report Form as required under the HSR Act, and (ii) as promptly as practicable following the receipt thereof, respond to (other proceedings by or properly reduce the scope of) any formal or informal request for additional information or documentary material received by either the Company or the Acquiror from before any Governmental Entity and to take all other actions necessary, proper challenging this Agreement or advisable to cause the expiration or termination consummation of the applicable waiting periods under the HSR Act as soon as practicable. The payment of all filing fees under the HSR Act shall be borne equally (i.e., 50/50) by the Acquiror, on the one hand, and the Company, on the other hand. (c) Subject to applicable confidentiality restrictions or other restrictions required by applicable Law, the Company and the Acquiror will notify each other promptly upon the receipt of any request, investigation, comment, question or other inquiry from any officials of any Governmental Entity in connection with any filings made pursuant to this Section 5.4, and shall cooperate in responding to any such request, investigation, comment, question, or inquiry. Without limiting the generality of the foregoing, each of the Company and the Acquiror shall cooperate with each other and consider the good faith views of the other party with respect to all analyses, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party to any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by applicable Law and by the applicable Governmental Entity, each of Company and the Acquiror shall give each other the opportunity to attend and participate in any substantive meetings, discussions, or conferences with any Governmental Entity taken pursuant to this Section 5.4. The Company and the Acquiror may, as each deems advisable and necessary, designate any competitively sensitive material provided to the other pursuant to this Section 5.4(c) as “Antitrust Counsel Only Material,” in which case such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, materials provided pursuant to this Section 5.4(c) may be redacted (i) to the extent necessary to comply with contractual arrangements Merger; and (iiC) to the extent necessary to address reasonable privilege and confidentiality concerns. (d) Notwithstanding anything in this Agreement to the contrary, neither the Acquiror nor the Company, nor any of their respective Affiliates, in each case as applicable, shall be required to take any of the following actions: (i) propose, negotiate, offer to commit and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (ii) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control with respect to the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (iii) terminate any Contract or other business relationship, or (iv) extend any waiting period with any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) each party shall cooperate with the other and use its using commercially reasonable best efforts to oppose any request for, prevent the entry ofof any court order, and seek to have vacated vacated, lifted, reversed or terminated, overturned any order, judgmentinjunction, decree, injunction ruling, order or ruling other action of any Governmental Entity that would reasonably be expected to restrainprevent, prevent prohibit, restrict or delay the Closingconsummation of the transactions contemplated by this Agreement. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, including as amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) or less ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by defending through litigationthis Agreement, any action asserted by any Person in any court or before any Governmental Entity and (B) the Acquiror agrees (and none of the obligations set forth parties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in this clause (B) will be limited or qualified by “reasonable best efforts”), to the extent required by any Governmental Entity order to consummate the transactions contemplated by this Agreement prior to the End Date, to (1) propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of a portion of the Business or any of the Transferred Assets, (2) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control in each case with respect to the Business or any Transferred Assets, or (3) terminate any Contract or other business relationship of the Business (each of the actions referred to in clauses (1) through (3), a “Remedial Action”), in each case of the foregoing clauses (1) through (3), so long as such required Remedial Action would not, individually or in the aggregate, reasonably be expected to have a material adverse impact on the Business; provided further, however, that the consummation of any such required Remedial Action shall be conditioned upon the occurrence of the Closinghereby.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each Party shall (and, in the case of Parent, cause each of its Subsidiaries and Affiliates (collectively, the Company and the Acquiror agrees to “Parent Group”) to) use its reasonable best efforts to take, or cause to be taken, all reasonable actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws and regulations, including Insurance Laws, or pursuant to any contract or agreement to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the End Date) and to consummate the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings, (ii) obtaining as promptly as reasonably practicable (and in any event no later than the End Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the transactions contemplated hereby by this Agreement, (iii) without limiting the obligations of Parent under Section 6.4(c), avoiding the entry of, effecting the dissolution of, and having vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation of the contemplated transactions, so as soon to enable the Parties to close the contemplated transactions as expeditiously as practicable after the date hereof (but in any no event prior to later than the End Date), including taking all actions to avoid the defending through litigation on the merits of any claim asserted in any court, agency or eliminate each and every impediment to Closing, obtaining other proceeding by any consent, authorization, license, permit, waiting period expiration, order Person or approval of, clearance from, or exemption by, entity (including any Governmental Entity required Entity) seeking to delay, restrain, prevent, enjoin or advisable to be obtained or made by the Company or the Acquiror or any otherwise prohibit consummation of their Affiliates in connection with the transactions contemplated by this Agreement Agreement, and (collectively, “Approvals”). (biv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, (1) each Party hereto agrees to file, or cause to be filed, all appropriate Notification and Report Forms pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as reasonably practicable, (2) Parent shall, and shall use its reasonable best efforts to cause each of its control persons under applicable Law, if applicable, to file a “Form A” Approval of Acquisition of Control with the Insurance Regulators set forth in Section 3.20(a) of the Company and Disclosure Letter with respect to the Acquiror agrees acquisition of control of the Company Insurance Subsidiaries (i) as promptly as practicablethe “Form A Filings”), and in any event no later than ten within twenty (1020) Business Days after the date hereof, (3) Parent shall file any pre-acquisition notifications on “Form E” or similar market share notifications (the “Form E Filings”) (xx) in each jurisdiction in which a Form A Filing is made or required to be made pursuant to Section 6.4(a)(iv)(2), concurrently with each such Form A and (yy) in each other jurisdiction, within twenty (20) Business Days after the date on which the last Form A Filing described in clause (xx) has been filed, but in no event later than forty (40) Business Day after the date hereof, and in each case of this Agreementclause (yy), only where required by applicable Insurance Laws, (4) Parent shall file a change-of-control application with Lloy▇’▇ ▇▇ London with respect to PRA Corporate Capital Ltd. within twenty (20) Business Days after the date hereof, (5) the Company shall file with the Cayman Islands Monetary Authority an application for approval for acquisition of control with respect to those Subsidiaries of the Company that are licensed entities in the Cayman Islands, within twenty (20) Business Days after the date hereof, (6) Parent shall, and shall use its reasonable best efforts to cause each of its control persons under applicable Law, if applicable, to prepare file a FIN531 change-of-control filing with the Texas Department of Insurance pursuant to Tex. Ins. Code § 4001.253 with respect to those Subsidiaries of Company that are licensed as insurance agencies in the State of Texas, within twenty (20) Business Days after the date hereof, (7) Parent or the Company, as applicable, shall, and submit a Notification shall use its reasonable best efforts to cause each of their control persons under applicable Law, if applicable, to, make any other necessary, proper, or advisable registrations, filings, and Report Form as required notices under non-U.S. Insurance Laws within twenty (20) Business Days after the HSR Actdate hereof, and (ii8) each Party hereto agrees to and to file, or cause to be filed, any filing (or, for jurisdictions where submission of a draft prior to formal notification is appropriate, a draft thereof) required under any other applicable Antitrust or Foreign Investment Law or Insurance Law with respect to the transactions contemplated hereby as promptly as practicable following and in any event within twenty (20) Business Days of the receipt thereofdate hereof (unless otherwise agreed to by the Parties), respond and to (or properly reduce the scope of) supply as promptly as reasonably practicable any formal or informal request for additional information or and documentary material received by either that may be requested pursuant to the Company HSR Act or the Acquiror from any Governmental Entity such other Antitrust or Foreign Investment Law or Insurance Law and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or such other Antitrust or Foreign Investment Law or Insurance Law as soon as practicable. The payment . (b) In connection with the efforts and obligations referenced in Section 6.4(a) to obtain all requisite actions or nonactions, waivers, consents, registrations, expirations or terminations of all filing fees waiting periods, approvals, permits and authorizations for the transactions contemplated by this Agreement under the HSR Act shall be borne equally (i.e.or any other applicable Antitrust or Foreign Investment Law or Insurance Law, 50/50) by the Acquiroreach of Parent and Merger Sub, on the one hand, and the CompanyCompany and the Company Insurance Subsidiaries, on the other hand. , shall (ci) Subject to applicable confidentiality restrictions or other restrictions required by applicable Law, the Company consult and the Acquiror will notify cooperate in all respects with each other promptly upon the receipt of any request, investigation, comment, question or other inquiry from any officials of any Governmental Entity in connection with any filings filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to this Section 5.4, and shall cooperate in responding to any such request, investigation, comment, question, or inquiry. Without limiting the generality of the foregoing, each of the Company and the Acquiror shall cooperate with each other and consider the good faith views of the other party with respect to all analyses, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party to any Governmental Entity applicable Law in connection with the transactions contemplated by this Agreement Agreement, (iii) promptly notify the other Party of any substantive communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other Party promptly with copies of all correspondence, filings and communications between them and the FTC, the DOJ or any other Governmental Entity with respect to the transactions contemplated by this Agreement, (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the FTC, the DOJ or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions, and (v) permit the other Party to review any substantive communication given by it to, and consult with each other in advance, and consider in good faith the other Party’s reasonable comments in connection with, any filing, notice, application, submission, communication, meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person. No Party shall independently participate in any substantive meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry relating to Section 6.4(a) or Section 6.4(b) without giving the other Parties sufficient prior notice of the meeting and, to the extent permitted by applicable Law and by the applicable such Governmental Entity, each of Company and the Acquiror shall give each other the opportunity to attend and and/or participate in any such substantive meetings, discussions, meeting or conferences communication. The Company shall not commit to or agree with any Governmental Entity taken to stay, toll or extend any applicable waiting period, “pull-and-refile” pursuant to 16 C.F.R. 804.16 any filing made under the HSR Act, enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions, or take any similar action, without the prior written consent (email to be sufficient) of Parent. The Parties acknowledge and agree that Parent shall control and direct (and the Company shall cooperate with Parent in connection with) all strategy and decisions with respect to obtaining all approvals or other clearances under any applicable Antitrust or Foreign Investment Law or Insurance Law, including all filings (including where to file and the timing of such filings) and any withdrawals and/or refiling thereof, strategies, processes, negotiation of settlements (if any), and related proceedings contemplated by this Section 5.4. The Company and 6.4, including for the Acquiror may, as each deems advisable and necessary, designate avoidance of doubt the marketing or sale of any competitively sensitive material provided to the other pursuant to this Section 5.4(c) as “Antitrust Counsel Only Material,” in which case such material and the information contained therein shall be given only to the outside antitrust counsel part of the recipient and will not be disclosed by such outside counsel to employeesCompany’s, officers Parent’s or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, materials provided pursuant to this Section 5.4(c) may be redacted (i) to the extent necessary to comply with contractual arrangements and (ii) to the extent necessary to address reasonable privilege and confidentiality concerns. (d) Notwithstanding anything in this Agreement to the contrary, neither the Acquiror nor the Company, nor any of their respective Affiliates’ businesses or assets; provided, however, that Parent shall provide the Company a reasonable opportunity to consult and consider such strategy and decisions and Parent will consider the Company’s input and views with respect thereto in good faith (including with respect to any stay, toll or extension, “pull-and-refile”, entry into a timing agreement or any similar action described in the immediately preceding sentence). (c) Parent shall, and shall cause each case as applicablemember of the Parent Group to, shall be required to take any of the following actions: and all steps necessary, proper or advisable to (i) proposeresolve, negotiateavoid, offer or eliminate impediments or objections, if any, that may be asserted with respect to commit the transactions contemplated by this Agreement under any Antitrust or Foreign Investment Law or Insurance Law or (ii) avoid the entry of, effect the dissolution of, and effecthave vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued under any Antitrust or Foreign Investment or Insurance Law or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions as expeditiously as practicable (but in no event later than the End Date), including (A) the defense through litigation on the merits of any claim under any Antitrust or Foreign Investment or Insurance Law asserted in any court, agency or other proceeding by any Person or entity (including any Governmental Entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement and (B) (1) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate order, orders or otherwise, the sale, divestiture lease, divestiture, disposition, or disposition license (or holding separate pending such disposition) of the Business or any Transferred Assets or any other propertiesassets, operations, rights, assetsproduct lines, businesseslicenses, product lines properties, products, rights, services or services businesses of Parent or any member of the Acquiror Parent Group, or the Company or its Subsidiaries or any of its Affiliatesinterest therein, (ii2) otherwise agree taking or committing or agreeing to take any action restrictions or actions that after the Effective Time would limit Parent’s, any member of the AcquirorParent Group’s, or the Company’s or its AffiliatesSubsidiaries’ freedom of action, ownership action or control operations with respect to, or its or their ability to the Business or retain, any Transferred Assets or any other propertiesassets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Parent, the Parent Group or the Company or its Subsidiaries or any interest or interests therein, including any rate freeze, rate decrease or restrictions to compete, or any capital contribution, capital support agreement, guarantee, keepwell or other similar capital maintenance undertaking (including to maintain a minimum risk-based capital level or rating), restrictions on dividends or distributions or (3) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, businessesoperations, rights, product lines lines, licenses, properties, products, rights, services or services businesses of Parent, the Parent Group, or the Company or its Subsidiaries or any interest or interests therein and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto or to such restrictions or actions (such sale, lease, license, divestiture, disposal and holding separate or other action described in clause (B), a “Regulatory Remedy”); provided that notwithstanding anything to the contrary set forth in this Agreement, neither Parent nor any member of the Acquiror Parent Group shall be required to take or cause to be taken, do or cause to be done, propose, negotiate, commit to, suffer, become subject to, agree to or effect any of its Affiliates, (iii) terminate any Contract or other business relationshipRegulatory Remedy, or take any other action contemplated by this Section 6.4(c) (iv) extend including as a result of any waiting period with any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) each party shall cooperate with the other and use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any orderaward, judgment, decree, injunction or ruling other order issued, entered or otherwise put into effect as a result of any Governmental Entity claim asserted by any Person) under any Antitrust or Foreign Investment Law or Insurance Law, that would or would reasonably be expected to restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Entity and (B) the Acquiror agrees (and none of the obligations set forth in this clause (B) will be limited or qualified by “reasonable best efforts”), to the extent required by any Governmental Entity to consummate the transactions contemplated by this Agreement prior to the End Date, to (1) propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of a portion of the Business or any of the Transferred Assets, (2) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control in each case with respect to the Business or any Transferred Assets, or (3) terminate any Contract or other business relationship of the Business (each of the actions referred to in clauses (1) through (3), a “Remedial Action”), in each case of the foregoing clauses (1) through (3), so long as such required Remedial Action would nothave, individually or in the aggregate, reasonably be expected to have a material adverse impact effect on the Business; provided furtherassets, howeverbusiness, that results of operation or financial condition of (x) the consummation of Company and its Subsidiaries, taken as a whole, or (y) Parent and its Subsidiaries, taken as a whole (any such required Remedial Action action, a “Burdensome Condition”). Prior to Parent being entitled to invoke a Burdensome Condition, the parties and their respective Representatives shall promptly confer in good faith in order to (x) exchange and review their respective views and positions as to any Burdensome Condition or potential Burdensome Condition, (y) discuss in good faith potential approaches that would avoid such Burdensome Condition or mitigate its impact including with respect to further discussions with or analyses or other information to be conditioned upon the occurrence provided to any U.S. or foreign Governmental Entity, and (z) negotiate in good faith with respect to any potential modification of the Closingterms of this Agreement or the other agreements or transactions contemplated hereby, on mutually acceptable terms and on an equitable basis, in a way that would substantially eliminate any such Burdensome Condition or sufficiently mitigate its adverse effect so that it would no longer constitute a Burdensome Condition hereunder. The Company shall effectuate or agree to effectuate a Regulatory Remedy if requested to do so by Parent and shall not effectuate or agree to effectuate a Regulatory Remedy without the prior written consent of Parent. (d) Subject to the obligations under Section 6.4(b), and Section 6.4(c) in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, (i) each of Parent, Merger Sub and the Company shall, and Parent shall cause each member of the Parent Group to, cooperate in all respects with each other and use its respective best efforts to contest and resist any such action or proceeding and to

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each of the Company and the Acquiror agrees to parties shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all reasonable actions, actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under any applicable Laws laws and regulations to consummate the transactions contemplated hereby as soon as practicable after Merger and the date hereof (but in any event prior to the End Date), including taking all actions to avoid or eliminate each and every impediment to Closing, obtaining any consent, authorization, license, permit, waiting period expiration, order or approval of, clearance from, or exemption by, any Governmental Entity required or advisable to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the other transactions contemplated by this Agreement at the earliest practicable date, including: (collectivelyA) causing the preparation and filing of all forms, “Approvals”). registrations and notices required to be filed to consummate the Merger; (bB) In furtherance defending all lawsuits and not in limitation of the foregoing, each of the Company and the Acquiror agrees (i) as promptly as practicable, and in any event no later than ten (10) Business Days after the date of this Agreement, to prepare and submit a Notification and Report Form as required under the HSR Act, and (ii) as promptly as practicable following the receipt thereof, respond to (other proceedings by or properly reduce the scope of) any formal or informal request for additional information or documentary material received by either the Company or the Acquiror from before any Governmental Entity and to take all other actions necessary, proper challenging this Agreement or advisable to cause the expiration or termination consummation of the applicable waiting periods under the HSR Act as soon as practicable. The payment of all filing fees under the HSR Act shall be borne equally (i.e., 50/50) by the Acquiror, on the one hand, and the Company, on the other hand. (c) Subject to applicable confidentiality restrictions or other restrictions required by applicable Law, the Company and the Acquiror will notify each other promptly upon the receipt of any request, investigation, comment, question or other inquiry from any officials of any Governmental Entity in connection with any filings made pursuant to this Section 5.4, and shall cooperate in responding to any such request, investigation, comment, question, or inquiry. Without limiting the generality of the foregoing, each of the Company and the Acquiror shall cooperate with each other and consider the good faith views of the other party with respect to all analyses, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party to any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by applicable Law and by the applicable Governmental Entity, each of Company and the Acquiror shall give each other the opportunity to attend and participate in any substantive meetings, discussions, or conferences with any Governmental Entity taken pursuant to this Section 5.4. The Company and the Acquiror may, as each deems advisable and necessary, designate any competitively sensitive material provided to the other pursuant to this Section 5.4(c) as “Antitrust Counsel Only Material,” in which case such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, materials provided pursuant to this Section 5.4(c) may be redacted (i) to the extent necessary to comply with contractual arrangements Merger; and (iiC) to the extent necessary to address reasonable privilege and confidentiality concerns. (d) Notwithstanding anything in this Agreement to the contrary, neither the Acquiror nor the Company, nor any of their respective Affiliates, in each case as applicable, shall be required to take any of the following actions: (i) propose, negotiate, offer to commit and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (ii) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control with respect to the Business or any Transferred Assets or any other properties, rights, assets, businesses, product lines or services of the Acquiror or any of its Affiliates, (iii) terminate any Contract or other business relationship, or (iv) extend any waiting period with any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) each party shall cooperate with the other and use its using commercially reasonable best efforts to oppose any request for, prevent the entry ofof any court order, and seek to have vacated vacated, lifted, reversed or terminated, overturned any order, judgmentinjunction, decree, injunction ruling, order or ruling other action of any Governmental Entity that would reasonably be expected to restrainprevent, prevent prohibit, restrict or delay the Closingconsummation of the transactions contemplated by this Agreement. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, including as amended (the “Code”), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing less than five percent (5%) ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. §1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by defending through litigationthis Agreement, any action asserted by any Person in any court or before any Governmental Entity and (B) the Acquiror agrees (and none of the obligations set forth parties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in this clause (B) will be limited or qualified by “reasonable best efforts”), to the extent required by any Governmental Entity order to consummate the transactions contemplated by this Agreement prior to the End Date, to (1) propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of a portion of the Business or any of the Transferred Assets, (2) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control in each case with respect to the Business or any Transferred Assets, or (3) terminate any Contract or other business relationship of the Business (each of the actions referred to in clauses (1) through (3), a “Remedial Action”), in each case of the foregoing clauses (1) through (3), so long as such required Remedial Action would not, individually or in the aggregate, reasonably be expected to have a material adverse impact on the Business; provided further, however, that the consummation of any such required Remedial Action shall be conditioned upon the occurrence of the Closinghereby.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the Company parties hereto shall, and the Acquiror agrees to shall cause their respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all reasonable actions, and to use commercially reasonable efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or and advisable under any applicable Laws to consummate and make effective, in the transactions contemplated hereby as soon as practicable after most expeditious manner practicable, the date hereof (but in any event prior to Merger and the End Date)other Transactions, including taking all actions commercially reasonable efforts to avoid or eliminate each and every impediment take such acts necessary to Closing, obtaining any consent, authorization, license, permit, waiting period expiration, order or approval of, clearance from, or exemption by, any Governmental Entity required or advisable cause the conditions precedent set forth in Article 6 to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the transactions contemplated by this Agreement (collectively, “Approvals”)satisfied. (b) In furtherance and not in limitation of the foregoingcovenants of the parties contained in Section 5.4(a), in the event that any legal, administrative, arbitral or other proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any of the Transactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company and the Acquiror agrees (i) as promptly as practicable, and in any event no later than ten (10) Business Days after the date of this Agreement, to prepare and submit a Notification and Report Form as required under the HSR Act, and (ii) as promptly as practicable following the receipt thereof, respond to (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by either the Company or the Acquiror from any Governmental Entity and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The payment of all filing fees under the HSR Act shall be borne equally (i.e., 50/50) by the Acquiror, on the one hand, and the Company, on the other hand. (c) Subject to applicable confidentiality restrictions or other restrictions required by applicable Law, the Company and the Acquiror will notify each other promptly upon the receipt of any request, investigation, comment, question or other inquiry from any officials of any Governmental Entity in connection with any filings made pursuant to this Section 5.4, and shall cooperate in responding to any such request, investigation, comment, question, or inquiry. Without limiting the generality of the foregoing, each of the Company and the Acquiror shall cooperate with each other and consider the good faith views of the other party with respect to all analyses, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party to any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by applicable Law and by the applicable Governmental Entity, each of Company and the Acquiror shall give each other the opportunity to attend and participate in any substantive meetings, discussions, or conferences with any Governmental Entity taken pursuant to this Section 5.4. The Company and the Acquiror may, as each deems advisable and necessary, designate any competitively sensitive material provided to the other pursuant to this Section 5.4(c) as “Antitrust Counsel Only Material,” in which case such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or use its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, materials provided pursuant to this Section 5.4(c) may be redacted respective reasonable efforts: (i) to the extent necessary to comply with contractual arrangements vigorously defend, contest and resist any such proceeding; (ii) to have vacated, lifted, reversed or overturned any injunction, order, judgment, ruling or decree, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the extent necessary Transactions; and (iii) to address reasonable privilege and confidentiality concernsresolve objections. (dc) Notwithstanding anything in this Agreement to the contrary, neither the Acquiror nor the Company, nor any of their respective Affiliates, nothing contained in each case as applicable, this Agreement shall be required deemed to take any of require Parent or the following actions: (i) propose, negotiate, offer to commit and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of the Business Company or any Transferred Assets Subsidiary or Affiliate thereof to agree to any other properties, rights, assets, businesses, product lines Action of Divestiture. The Company shall not take or services of the Acquiror or any of its Affiliates, (ii) otherwise agree to take any action that would limit Action of Divestiture without the Acquiror’s prior written consent of Parent. For purposes of this agreement, an "Action of Divestiture" shall mean (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or Affiliates or of the Company or its Affiliates’ freedom Subsidiaries, (y) the imposition of actionany limitation on the ability of Parent, its subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership or control with respect to of their respective businesses and, in the Business or any Transferred Assets or any other propertiescase of Parent, rights, assets, businesses, product lines or services the businesses of the Acquiror or any of Company and its Affiliates, (iii) terminate any Contract or other business relationshipSubsidiaries, or (ivz) extend the imposition of any waiting period with impediment on Parent, its subsidiaries or Affiliates or the Company or its Subsidiaries under any Governmental Entity without the consent of the other partystatute, which consent shall not be unreasonably withheldrule, conditioned or delayed; providedregulation, however, that (A) each party shall cooperate with the other and use its reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any executive order, judgment, decree, injunction or ruling of any Governmental Entity that would reasonably be expected to restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Entity and (B) the Acquiror agrees (and none of the obligations set forth in this clause (B) will be limited or qualified by “reasonable best efforts”), to the extent required by any Governmental Entity to consummate the transactions contemplated by this Agreement prior to the End Date, to (1) propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwiseother legal restraint governing competition, the sale, divestiture monopolies or disposition of a portion of the Business or any of the Transferred Assets, (2) otherwise agree to take any action that would limit the Acquiror’s or its Affiliates’ freedom of action, ownership or control in each case with respect to the Business or any Transferred Assets, or (3) terminate any Contract or other business relationship of the Business (each of the actions referred to in clauses (1) through (3), a “Remedial Action”), in each case of the foregoing clauses (1) through (3), so long as such required Remedial Action would not, individually or in the aggregate, reasonably be expected to have a material adverse impact on the Business; provided further, however, that the consummation of any such required Remedial Action shall be conditioned upon the occurrence of the Closingrestrictive trade practices.