Common use of Reasonable Best Efforts; Notification Clause in Contracts

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02), each of the parties shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority, (iii) obtain all necessary consents, approvals or waivers from third parties, (iv) defend any Action challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (v) execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in connection with any of the foregoing clauses (i) through (iv), Parent and the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02), 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, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities, including, without limitation, the execution of any documents required to be filed in accordance with the New Jersey Industrial Site Recovery Act, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an any necessary approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, including under the HSR Act, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (A) take all commercially reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or the Ancillary Agreements; providedany other Transaction Agreement, that, in connection with any of the foregoing clauses (i) through (iv), Parent and the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amendif any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any other Transaction Agreement, supplement take all commercially reasonable action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or modify any contract in any manner that would be adverse to regulation on the interest of Offer, the Company or, after Merger and the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentother Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and without limiting the rights of the Company and the Company Board under Section 5.02(c)), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any stay decree, order or temporary restraining order judgment entered by any court or other Governmental Authority vacated Entity that would restrain, prevent or reversed, delay the Closing and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Ancillary Agreements; providedMerger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, thatthe Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with any of the foregoing clauses (i) through (iv), Parent Merger and the Company other Transactions, (xii) shall not be obligated to promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (yiii) shall not agree furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to (A) make this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any payment discussion, telephone call or meeting with any Governmental Entity in respect of a consent feeany filing, “profit sharing” payment investigation or other consideration (including increased inquiry in connection with the Merger or accelerated payment) the other Transactions and to participate in the preparation for such discussion, telephone call or concede anything of monetary or economic value or (B) amendmeeting. The Company and Parent may, supplement or modify as each deems advisable and necessary, reasonably designate any contract in any manner that would be adverse competitively sensitive material provided to the interest other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other Transactionstransactions contemplated hereby, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, including under applicable Liquor Laws and SOB Laws, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the Merger required under the HSR Act and any related governmental request thereunder and under any other applicable Law, (iv) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement Agreement, the Merger or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, and (v) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement Agreement. The Company (acting through or in cooperation with the Ancillary Agreements; providedSpecial Committee), thatParent, Purchaser and each Executive shall cooperate with each other in connection with any the making of all such filings, including providing copies of all such documents to the foregoing clauses non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company (i) acting through (ivor in cooperation with the Special Committee), Parent Parent, Purchaser and the Company Executives shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (xincluding all information required to be included in the Proxy Statement and the Schedule 13E-3) in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall not be obligated deemed to and (y) shall not require any party to agree to (A) make any payment substantial limitation on its operations or to dispose of a consent fee, “profit sharing” payment any significant asset or other consideration (including increased or accelerated payment) or concede anything collection of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentassets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or Agreement. Each party will consult with counsel for the Ancillary Agreements; providedother parties as to, thatand will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with any of the foregoing clauses (i) through (iv)foregoing, Parent and the Company (x) agree that Parent shall not be obligated to have primary responsibility for the preparation and (y) shall not agree to (A) make any payment filing of a consent feeall applications, “profit sharing” payment filings or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amendmaterials with the PSCW, supplement or modify any contract in any manner that would be adverse to the interest ICC, the FCC, the FERC under Section 203 of the Company orPower Act, after the Merger, Parent and its Subsidiariesany other Federal or state regulatory agency or commission, in each case with respect to the Transactions; provided, however, that the Company shall have the right to review and approve in subpart advance drafts of all such applications, filings and other materials, including testimony and responses to discovery requests. In connection with and without limiting the foregoing, Parent, the Company, the Company Board and the Parent Board shall (yi) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Each of Parent and the Company shall file or cause to be filed with the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act, and the rules and regulations promulgated thereunder with respect to the Transactions. Notwithstanding the foregoing, the Company and its Representatives and Parent and its Representatives shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b) or 5.03(b), without the prior written consent of Parent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger Reincorporation Merger, the Share Exchange and the other Transactions, including using reasonable best efforts to: (i) the taking of all reasonable acts necessary to cause the conditions to the Merger set forth in Article VII IX to be satisfied or fulfilledas soon as reasonably practicable, (ii) obtain the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Authorities Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Consent from, or to avoid an Action by, any Governmental AuthorityEntity, (iii) obtain the obtaining of all necessary consents, approvals mandatory or waivers appropriate Consents from third parties, (iv) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (v) execute the execution and deliver delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement or Agreement. In connection with and without limiting the Ancillary Agreements; providedforegoing, thatthe Company and Parent shall duly file, in connection consultation and cooperation with any the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the foregoing clauses Department of Justice the notification and report form (ithe “HSR Filing”) through (iv), Parent and required under the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse HSR Act with respect to the interest Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the Company orwaiting period required by the HSR Act and, after if requested, to promptly amend or furnish additional information with respect to the Merger, Parent HSR Filing and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentany other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other Transactionstransactions contemplated by this Agreement, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Authorities Authority and the making of all necessary registrations and filings (including filings with any Governmental AuthoritiesAuthority, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Authority, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action Lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement or the Ancillary AgreementsAgreement; provided, thathowever, that no loan agreement or contract for borrowed money entered into by the Company or any of its Subsidiaries shall be repaid except as currently required by its terms, in connection with whole or in part, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the foregoing clauses written approval of Parent (i) through (iv), Parent and the Company (x) which approval shall not be obligated to and (y) unreasonably withheld). Nothing contained in this Section 8.4 shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of prohibit the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of ParentSubsidiaries from taking any action permitted by Section 8.5 or from terminating this Agreement pursuant to Section 10.1.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with and without limiting the foregoing, Parent, the Company and their respective Boards of Directors shall (x) take all action necessary so that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the Ancillary Agreements; provided, that, in connection with any of the foregoing clauses (i) through (iv), Parent and the Company (x) shall not be obligated to other transaction contemplated by this Agreement and (y) shall not agree if any takeover statute or similar statute or regulation becomes applicable to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, this Agreement or any other transaction contemplated by this Agreement, take all action necessary so that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Notwithstanding any provision to the contrary in this Section 5.05, the Company and its Representatives and Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of ParentRepresentatives shall not be prohibited under this Section 5.05 from taking any action permitted by Section 4.02 or 4.03.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) the taking of all reasonable acts necessary to cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilledas soon as reasonably practicable, (ii) obtain the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Authorities Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Consent from, or to avoid an Action by, any Governmental AuthorityEntity, (iii) obtain the obtaining of all necessary consents, approvals mandatory or waivers appropriate Consents from third parties, provided that no party shall be required or permitted to incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain any such Consents, (iv) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (v) execute the execution and deliver delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement or Agreement. In connection with and without limiting the Ancillary Agreements; providedforegoing, thatthe Company and Parent shall duly file, in connection consultation and cooperation with any the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the foregoing clauses Department of Justice the notification and report form (ithe “HSR Filing”) through required under the HSR Act with respect to the Transactions as promptly as practicable (iv), Parent and the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse event within 15 Business Days) after the date of this Agreement. Each party shall cooperate with the other party to the interest extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the Company orwaiting period required by the HSR Act and, after if requested, to promptly amend or furnish additional information with respect to the Merger, Parent HSR Filing and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentany other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if anyEntities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, subject to the limitations set forth in Section 6.04(c) and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with any of and without limiting the foregoing clauses foregoing, the Company and the Company Board shall (i) through take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iv)ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, Parent take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding the foregoing, the Company (x) shall not be obligated to and (yprohibited under this Section 6.03(a) shall not agree to (A) make from taking any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (yaction permitted by Section 5.02(b), without the prior written consent of Parent.

Reasonable Best Efforts; Notification. (a) Upon Prior to the Offer Closing Time, upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Authorities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Authoritieswith, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action a Proceeding by, any Governmental Authority, (iii) obtain all necessary consents, approvals or waivers from third parties, (iv) defend any Action challenging Entity with respect to this Agreement or the Transactions, (ii) the defending or contesting of any Ancillary Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viii) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in connection with any Agreement. Each of the foregoing clauses (i) through (iv), Parent and the Company (x) shall not, and shall not permit their respective subsidiaries to, enter into any agreement providing for, or consummate, any acquisition of any ownership interest or assets of any Person, the effect of which would reasonably be obligated expected to and (y) shall not agree to (A) make impair, materially delay or prevent any payment required approvals, or expiration or termination of a consent feethe waiting period, “profit sharing” payment under the HSR Act or any other consideration (including increased or accelerated payment) or concede applicable Antitrust Laws in connection with the Transactions. Notwithstanding anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of contrary in this Agreement, in no event will Parent, Merger Sub, the Company or, after the Merger, Parent or any Company Subsidiary be required to pay or make or commit to pay or make (and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parent, none of the Company or any Company Subsidiary shall pay or make or commit to pay or make), any fee, penalty or other consideration or any other accommodation to any third party to obtain any consent, approval or waiver in connection with the Transactions under any Contract with such third party.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Authorities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, a Proceeding by any Governmental Authority, (iii) obtain all necessary consents, approvals or waivers from third parties, (iv) defend any Action challenging Entity with respect to this Agreement or the Transactions, (ii) the defending or contesting of any Ancillary Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viii) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with any of and without limiting the foregoing clauses (i) through (iv)foregoing, Parent the Company and the Company (x) Board shall not be obligated to and (y) shall not agree use reasonable best efforts to (A) make take all action necessary to ensure that no Takeover Law or similar statute or regulation is or becomes applicable to any payment of a consent fee, “profit sharing” payment Transaction or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or this Agreement and (B) amendif any Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, supplement take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or modify any contract in any manner that would be adverse to regulation on the interest of the Company or, after the Merger, Parent Transactions and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentthis Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties party shall use its reasonable best efforts (A) to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other Transactions, and (B) to take any and all steps necessary, to eliminate each and every impediment under any Antitrust Law to close the Transactions contemplated hereby prior to the Outside Date (as it may be extended in accordance with Section 8.01(b)(i)), including using reasonable best efforts to: (i) cause the satisfaction of the conditions to the Merger set forth in Article VII to be satisfied or fulfilledVII, (ii) obtain obtaining all necessary actions or nonactionsadvisable Authorizations and Consents from, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations or advisable registrations, declarations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval any Authorizations or waiver Consents from, or to avoid an Action bya Proceeding with, any Governmental AuthorityEntity or other third party with respect to this Agreement or the Transactions, including the expiration or termination of any applicable waiting period in respect of HSR and other Antitrust Laws, (iii) obtain furnishing all necessary consentsinformation required to be furnished in connection with obtaining any Authorizations or Consents from or making any filings with any Governmental Entity or other third party, approvals or waivers from third parties, (iv) defend and promptly cooperating with and furnishing information in connection with any Action challenging this Agreement such requirements imposed upon any party or any Ancillary of their respective Subsidiaries in connection with this Agreement or the consummation of the Transactions, including seeking to have (iv) defending or contesting any stay or temporary restraining order entered Proceedings by any court Governmental Entity or other Governmental Authority vacated third party challenging this Agreement or reversed, the consummation of the Transactions and (v) execute executing and deliver delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in connection with any of the foregoing clauses (i) through (iv), Parent and the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of ParentAgreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals waivers from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain in the case of the Sellers, the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iviii) defend in the case of the Sellers, the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Authority Entity vacated or reversed, reversed,(iv) the execution and (v) execute and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or and (v) in the Ancillary Agreements; providedcase of the Sellers, that, use good faith efforts to transfer the memberships referred to in Section 2.02(e). In connection with any and without limiting the foregoing, the Sellers and their respective boards of the foregoing clauses directors shall (i) through take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iv)ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions. Parent and Sub will use reasonable efforts to cooperate with the Company Sellers, at the Sellers' request, in the performance of the Sellers' obligations in clauses (xii) shall not be obligated to and (yiii) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentabove.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting Agreement, unless, to the rights of the Company and extent permitted by Section 5.02(b), the Company Board under Section 5.02)approves or recommends a Superior Company Proposal, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals waivers from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain in the case of the Company, the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iviii) defend in the case of the Company, the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with any of and without limiting the foregoing clauses foregoing, the Company and the Company Board shall (i) through take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iv)ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, Parent take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Notwithstanding the foregoing, the Company (x) and its Representatives shall not be obligated prohibited under this Section 6.03 from taking any action permitted by Sections 5.02(b) or (d). Parent and Sub will use reasonable efforts to cooperate with the Company, at the Company's request, in the performance of the Company's obligations in clauses (ii) and (yiii) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentabove.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents consents, orders, authorizations and approvals from Governmental Authorities Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Transaction Agreements; provided, that, in . In connection with any of and without limiting the foregoing clauses foregoing, the Ashland Parties and the Marathon Parties shall (i) through take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction Agreement, any Ancillary Agreement or any Transaction and (iv)ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction Agreement, Parent any Ancillary Agreement or any Transaction, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, Ashland and the Company (x) its Representatives shall not be obligated to and (yprohibited under this Section 9.03(a) from taking any action permitted by Section 8.02. Nothing in this Section 9.03(a) shall not be deemed to require Marathon to waive any rights or agree to (A) make any payment limitation on the operations of a consent fee, “profit sharing” payment Marathon or other consideration (including increased any of its subsidiaries or accelerated payment) to dispose of any asset or concede anything collection of monetary assets of any Marathon Party or economic value any of their respective subsidiaries or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiariesaffiliates, in each case in subpart that would have a material adverse effect on the business, condition (y)financial or other) or results of operations of (i) MAP, without the prior written consent of ParentMaleic Business and the VIOC Centers, taken as a whole, or (ii) Marathon and its subsidiaries, taken as a whole.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting Agreement, unless, to the rights of the Company and extent permitted by Section 5.02(b), the Company Board under Section 5.02)approves or recommends a Superior Company Proposal, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals waivers from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Ancillary Agreements; providedMerger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Notwithstanding the foregoing, thatthe Company and its Representatives shall not be prohibited under this Section 6.02 from taking any action permitted by Sections 5.02(b) or (d). Acquirer will use its reasonable efforts to cooperate with the Company, at the Company’s reasonable request, in connection with any the performance of the foregoing Company’s obligations in clauses (i) through (iv), Parent and the Company (xii) shall not be obligated to and (yiii) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentabove.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary or advisable registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary or advisable consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Documents. In connection with and without limiting the foregoing, Domtar shall (i) take all action necessary to ensure that the take-over provisions of the Canadian Securities Legislation and the state takeover statutes or similar statutes or regulations are not and do not become applicable to any Transaction or this Agreement or any other Transaction Document and (ii) if the Ancillary Agreements; providedCanadian Securities Legislation or any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Document, that, in connection with any take all action necessary to ensure that the Arrangement and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Documents. Each of the foregoing clauses (i) through (iv), Parent parties hereto shall keep the other parties reasonably informed of its progress in obtaining any necessary or advisable Consents and the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of ParentGovernmental Approvals.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other Transactionstransactions contemplated by this Agreement and the Stockholders Agreement, including using its reasonable best efforts toto accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to the Merger precedent set forth in Article VII VI to be satisfied or fulfilledsatisfied, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Authorities Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), (iii) and the taking of all reasonable steps as may be necessary to obtain avoid any suit, claim, action, investigation or proceeding by an approval or waiver from, or to avoid an Action by, any Governmental Authority, Entity and (iiiiv) obtain the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholders Agreement, the Merger or any of the other transactions contemplated hereby or thereby, use their reasonable best efforts to ensure that the Merger and the other transactions contemplated hereby or thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and the other transactions contemplated hereby or thereby. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, (iv1) defend any Action challenging this Agreement or any Ancillary Agreement seeking to restrain or prohibit the consummation of the Transactions, including Merger; (2) seeking to have prohibit or limit in any stay material respect the ownership or temporary restraining order entered operation by the Company, Parent or any court of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its subsidiaries. The Company and Parent will provide such assistance, information and cooperation to each other Governmental Authority vacated or reversedas is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and (v) execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, thatauthorizations and, in connection therewith, will notify the other person promptly following the receipt of any comments from any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and will supply the other person with copies of all correspondence between such person or any of its representatives, on the foregoing clauses (i) through (iv)one hand, Parent and any Governmental Entity, on the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parenthand.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with any of and without limiting the foregoing clauses foregoing, the Company and the Company Board shall (i) through take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iv)ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, Parent take all action necessary to ensure that the Offer, the Merger and the Company (x) shall not other Transactions may be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to consummated as promptly as practicable on the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentterms contemplated by this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, action or proceeding by any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and its board of directors (or any committee thereof) shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the Ancillary Agreements; providedother Transactions, that, in connection with any of use their best efforts to ensure that the foregoing clauses (i) through (iv), Parent Merger and the Company (x) other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Nothing herein shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment limit or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to affect the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of ParentCompany’s taking actions specifically permitted by Section 6.04.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents consents, orders, authorizations and approvals from Governmental Authorities Entities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Transaction Agreements; provided, that, in . In connection with any of and without limiting the foregoing clauses foregoing, the Ashland Parties and the Marathon Parties shall (i) through (iv)take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction Agreement, Parent and the Company (x) shall not be obligated to any Ancillary Agreement or any Transaction and (yii) shall not agree if any state takeover statute or similar statute or regulation becomes applicable to (A) make any payment of a consent feeTransaction Agreement, “profit sharing” payment any Ancillary Agreement or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amendany Transaction, supplement or modify any contract in any manner take all action necessary to ensure that would the Transactions may be adverse to consummated as promptly as practicable on the interest of terms contemplated by the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of ParentTransaction Agreements.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action a Proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action Proceedings challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement Agreement; provided that this Section 6.03 shall not be deemed to (x) expand the obligation of any party with respect to any matter that is otherwise expressly provided for in this Agreement, or the Ancillary Agreements; provided, that, in (y) require any party to waive any right or condition to any of such party’s obligations hereunder. In connection with any of and without limiting the foregoing clauses foregoing, the Company and the Company Board (i) through shall take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iv)ii) shall, Parent if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all actions necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or otherwise act to render such state takeover statute or similar statute or regulation inapplicable to the foregoing. Notwithstanding the foregoing, the Company (x) and its Representatives shall not be obligated to and prohibited under this Section 6.03 from taking any action permitted by Section 5.03 (y) shall not agree to (A) make any payment Solicitation; Company Change of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (yRecommendation), without the prior written consent of Parent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)other Ancillary Agreements, each of the parties shall will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated hereby and the other Transactionsthereby, including using reasonable best efforts to: (ia) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining all necessary actions or nonactions, waivers, consents consents, authorizations and approvals approvals, (i) from Governmental Authorities and (ii) as required by any Contract, Order or license to which any Acquired Entity or Subsidiary is a party or subject to on the Closing Date and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary (A) to obtain an approval any Permit, consent, approval, waiver from or waiver fromexemption, or (B) to avoid an Action by, action or proceeding by any Governmental Authority, or (iiiC) obtain to avoid an occurrence of default under the provisions thereof, result in the acceleration of any obligation thereunder or give rise to a right of any party thereto to terminate its obligations thereunder, (b) obtaining all necessary consents, approvals or waivers from third partiesPermits, (ivc) defend defending any Action lawsuits or other legal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or any other Ancillary Agreement Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated vacated, stayed or reversed, reversed and (vd) execute executing and deliver delivering any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement or the Ancillary AgreementsAgreement; provided, thathowever, that other than as provided in connection with any of the foregoing clauses (i) through (iv)Section 7.3 hereof, Parent and the Company (x) shall a party will not be obligated to and (y) shall not agree to (A) make take any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse action pursuant to the interest foregoing if the taking of such action or the obtaining of any Permit, approval, waiver from, or exemption is reasonably likely to be materially burdensome to such party or to impact in a materially adverse manner the economic or business benefits of the Company ortransactions contemplated hereby so as to render inadvisable the consummation of such transactions; provided, after further, that the MergerEquityholders, Parent Acquired Entities and its SubsidiariesSubsidiaries will not be required to make payments in order to obtain such actions, nonactions, waivers, consents, authorizations or approvals. All waivers, consents and approvals obtained pursuant to this Section 7.2 will be produced at Closing in each case in subpart (y), without the prior written consent of form and content reasonably satisfactory to Parent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated hereby, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with any of and without limiting the foregoing clauses foregoing, the Company and the Company Board shall (i) through take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated hereby and (iv)ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, Parent take all action necessary to ensure that the Merger and the Company (x) other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. Nothing in this Agreement shall not be obligated deemed to and (y) shall not require any party to waive any substantial rights or agree to (A) make any payment substantial limitation on its operations or to dispose of a consent fee, “profit sharing” payment any significant asset or other consideration (including increased or accelerated payment) or concede anything collection of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentassets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall, and shall cause their respective subsidiaries to cooperate in good faith and use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, and in any event prior to the most expeditious manner practicableOutside Date, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactionsnon-actions, waiverswaivers and Consents from, consents and approvals from Governmental Authorities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority, (iii) obtain all necessary consents, approvals or waivers from third parties, (iv) defend any Action challenging Entity with respect to this Agreement or the Transactions, (ii) the defending or contesting of any Ancillary Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viii) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In addition and without limiting the foregoing, the Company and the Company Board shall (I) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (II) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. In addition and without limiting the foregoing, Parent shall not, and shall cause its affiliates not to, effect or agree to any business combination (whether structured as a merger, business combination, tender offer, exchange offer or similar transaction) or the Ancillary Agreements; providedacquisition of any assets, thatlicenses, rights, product lines, operations or businesses of any Person that would reasonably be expected to prevent or materially delay the consummation of the Transactions or make materially more difficult the satisfaction of the conditions set forth in Sections 6.01(a) or (b). Nothing in this Section 5.03 will apply to or restrict communications or other actions by Parent, any subsidiary of Parent, the Company or any Company Subsidiary with or with respect to Governmental Entities in connection with their respective businesses in the ordinary course of business. Notwithstanding anything in this Agreement to the contrary, the parties agree that Parent, Merger Sub or any other subsidiary of Parent shall not be required to: (A) agree to conditions imposed by any Governmental Entity or propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of assets or businesses of the Company, any of the Company Subsidiaries, Parent or any subsidiary of Parent, (B) accept any operational restrictions, or otherwise propose, negotiate, take or commit to take actions that limit any of the Company’s or the Company Subsidiaries’ freedom of action with respect to, or Parent’s ability to retain or freely operate, any of the assets, properties, licenses, rights, operations or businesses of the Company or any of the Company Subsidiaries, (C) undertake or enter into agreements with any Governmental Entity or agree to the entry of an order by any Governmental Entity, (D) commit to terminate, amend or replace any existing relationships and contractual rights and obligations of the Parent, the Company, the Surviving Corporation or any other subsidiary of Parent or the Company, (E) terminate any relevant venture or other arrangement of the Parent, the Company, the Surviving Corporation or any subsidiary of Parent or the Surviving Corporation, or (F) effectuate any other change or restructuring of the Parent, the Company, the Surviving Corporation or any subsidiary of Parent or the Company. The Company shall not, and shall cause the Company Subsidiaries not to, take any of the foregoing actions in clauses (iA) through (iv)F) with respect to the Company or any Company Subsidiary unless consented to in writing by Parent, provided that the Company shall, and shall cause each Company Subsidiary to, undertake such actions if requested by Parent if the effectiveness of such action is conditioned upon the occurrence of the Closing. Notwithstanding anything in this Agreement to the contrary, neither the Company, Parent and the Company (x) or Merger Sub shall not be obligated required to and (y) shall not commit to or agree with any Governmental Entity to (A) make any payment of a consent fee, “profit sharing” payment amendments or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify modifications to any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent terms of Parentthis Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsTransactions (other than the Financing), including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any stay decree, order or temporary restraining order judgment entered by any court or other Governmental Authority vacated Entity that would restrain, prevent or reversed, delay the Closing and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions (other than the Financing) and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with any of and without limiting the foregoing clauses foregoing, the Company and the Company Board shall (i) through use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (iv)ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent and Sub shall use their reasonable best efforts to obtain the Company (x) shall not be obligated to proceeds of the Financing on the terms and (y) shall not agree conditions described in the Commitment Letters, including using reasonable best efforts to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or negotiate definitive agreements with respect to the Debt Financing consistent with the terms and conditions contained therein and (B) amendsatisfy on a timely basis all conditions in such definitive agreements the satisfaction of which are within the control of Parent or Sub. Parent and Sub shall use their reasonable best efforts to comply with their respective obligations, supplement and enforce their respective rights, under the Commitment Letters. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or modify any contract termination of the Commitment Letters. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Financing and shall not permit any manner that would be amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters if such amendment, modification, waiver or remedy (x) reduces the aggregate amount of the Financing, (y) amends the conditions to the drawdown of the Financing or (z) is adverse to the interest interests of the Company, in each case, in any material respect. The Company shall also use reasonable best efforts to assist and cooperate with Parent and Sub in connection with their efforts to obtain the proceeds of the Debt Financing, including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Debt Financing and executing and delivering, and causing the Company Subsidiaries to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Debt Financing as may be reasonably requested by Parent in connection with the Debt Financing; PROVIDED, HOWEVER, that no obligation of the Company oror any Company Subsidiary under any such certificate, after document or instrument shall be effective until the MergerEffective Time and none of the Company or any Company Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other Transactions. The Company and Parent shall provide the other party and its Subsidiariescounsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in each case in subpart (y), without connection with the prior written consent of ParentMerger or the other Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in as promptly as reasonably practicable, the most expeditious manner practicableOffer, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Authorities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Authoritieswith, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action a Proceeding by, any Governmental Authority, (iii) obtain all necessary consents, approvals or waivers from third parties, (iv) defend any Action challenging Entity with respect to this Agreement or the Transactions, (ii) the defending or contesting of any Ancillary Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viii) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with any of and without limiting the foregoing clauses (i) through (iv)foregoing, Parent the Company and the Company (x) Board shall not be obligated to and (y) shall not agree to (A) make take all action necessary to ensure that no restrictions on business combinations of any payment of a consent fee, “profit sharing” payment Takeover Law or other consideration (including increased similar statute or accelerated payment) regulation is or concede anything of monetary becomes applicable to any Transaction or economic value or this Agreement and (B) amendif the restrictions on business combinations of any Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, supplement use its reasonable best efforts take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or modify any contract in any manner that would be adverse to regulation on the interest of the Company or, after the Merger, Parent Transactions and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentthis Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with and without limiting the foregoing, Parent, the Company and their respective Boards of Directors shall (x) take all action necessary so that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the Ancillary Agreements; provided, that, in connection with any of the foregoing clauses (i) through (iv), Parent and the Company (x) shall not be obligated to other transaction contemplated by this Agreement and (y) shall not agree if any takeover statute or similar statute or regulation becomes applicable to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent this Agreement or any other transaction contemplated by this Agreement, take all action necessary so that the Merger and its Subsidiariesthe other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Notwithstanding any provision to the contrary in this Section 5.02, in each case in subpart (y), without the prior written consent of ParentCompany and the Company Representatives shall not be prohibited under this Section 5.02 from taking any action permitted by Section 4.02.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) the taking of all reasonable acts necessary to cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilledas soon as reasonably practicable, (ii) obtain the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Authorities Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Consent from, or to avoid an Action by, any Governmental AuthorityEntity, (iii) obtain the obtaining of all necessary consents, approvals mandatory or waivers appropriate Consents from third parties, provided that no party shall be required or permitted to incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain any such Consents, (iv) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (v) execute the execution and deliver delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable (and in any event within 15 Business Days) after the date of this Agreement. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents. (b) In connection with and without limiting the foregoing, the Company and the Company Board and Parent and the Parent Board shall (x) take all action necessary (including by granting any approvals) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary (including by granting any approvals) to ensure that the Ancillary Agreements; providedMerger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such statute or regulation on the Merger and the other Transactions. (c) Notwithstanding this Section 6.03 or anything else to the contrary herein, thatParent shall not be required to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses or any other Antitrust 55 Restriction, or to commit or agree to any of the foregoing (each, a “Regulatory Requirement”), and the Company shall not, and nothing in Section 6.03(a) or Section 6.03(b) shall authorize the Company to, commit or agree to a Regulatory Requirement, to obtain any Consents in connection with, or to remove any impediments to the Transactions relating to, the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action relating to Antitrust Laws. (d) Subject to applicable Law, each party shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any of the foregoing clauses obtaining all mandatory or appropriate nonactions and Consents from Governmental Entities, and each party shall (i) through (iv), Parent keep one another reasonably informed as to the status of and the Company processes and proceedings relating to obtaining nonactions and Consents from Governmental Entities, (xii) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse give prompt notice to the interest other party of any direct or indirect communication with a Governmental Entity in connection with the Company or, after Transactions or with any person alleging that the Merger, Parent and its Subsidiariesconsent of such person is or may be required in connection with the Transactions, in each case to the extent such other party is not aware of such matter, (iii) prior to making any direct or indirect substantive communication with a Governmental Entity or submission of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals to a Governmental Entity in subpart connection with the Transactions, provide the other party and its counsel a reasonable opportunity to review, and shall consider in good faith the comments of the other party in connection with any such communications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals, and (y)iv) unless impractical, without allow the other party to participate in any substantive teleconference or in-person meetings with a Governmental Entity in connection with the Transactions; provided, however, that no notification pursuant to this Section 6.03(d) shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. (e) Notwithstanding this Section 6.03 or anything else to the contrary herein, Parent shall, acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to obtain all mandatory or appropriate nonactions and Consents from Governmental Entities or in any Actions before any Governmental Entity relating to any Antitrust Laws; provided that (i) Parent shall provide the Company with reasonable prior written consent notice of Parentcommitments or material actions that Parent proposes to undertake with any Governmental Entity in connection with such efforts and (ii) Parent shall consult with the Company and consider the Company’s views with respect to such matters in good faith. SECTION 6.04.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts toto accomplish the following: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, parties (iv) defend any Action challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (v) execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in connection with that neither the Company nor any of the foregoing clauses (i) through (iv), Parent and the Company (x) shall not be obligated to and (y) shall not Subsidiaries will make or agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated paymentpayments) or concede anything of monetary or economic value value, for the purposes of obtaining any such third party consents without the prior consent of Parent), (iii) the defending of any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Merger and the other Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In furtherance and not in limitation of the foregoing, if an HSR Filing is required by Law, each of Parent and the Company shall, as promptly as practicable after the date hereof (but in any event not later than ten (10) business days after the date hereof) file with the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) a Notification and Report Form pursuant to the HSR Act (the “HSR Filing”), and at the same time as making such HSR Filing shall request that the DOJ and the FTC grant “early termination” of the waiting period related to such HSR Filing and this Agreement and the Transactions. Parent shall pay all filing fees required to be paid in conjunction with such HSR Filing or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under, the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other Transactions. Without limiting the generality of the foregoing, each of Parent and the Company (A) shall use its reasonable best efforts to promptly provide all information requested by any Governmental Entity in connection with the Merger and the other Transactions and (B) amendshall use its reasonable best efforts to promptly take all actions and steps necessary to obtain and secure the expiration or termination of any applicable waiting periods under the HSR Act or other applicable compliance with any mandatory pre-merger notification and approval requirements under any foreign (non-US) investment control, supplement antitrust or modify competition laws (“Foreign Antitrust Laws”) and obtain any contract clearance or approval required to be obtained from the FTC, the DOJ, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the Merger and the other Transactions. For the avoidance of doubt, nothing in this paragraph or Agreement shall require Parent or Sub to withdraw and resubmit the CFIUS Filing, whether in response to a request by CFIUS or any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of ParentCFIUS member agency or otherwise.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause substantially complying with a request for additional documents or information under the conditions to the Merger set forth in Article VII to be satisfied HSR Act or fulfilledany comparable request from any other Governmental Entity, (ii) obtain the obtaining of all necessary actions or nonactionsnon-actions, waiverswaivers and Consents from, consents and approvals from Governmental Authorities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, a Proceeding by any Governmental AuthorityEntity with respect to this Agreement or the Transactions, (iii) obtain all necessary consentsthe defending or contesting of any Proceedings, approvals whether judicial or waivers from third partiesadministrative, (iv) defend any Action challenging this Agreement or any Ancillary Agreement or the consummation of 42 any of the Transactions, including avoiding the entry of and seeking to have any stay or stay, injunction, temporary restraining order or other restraint entered by any court or other Governmental Authority Entity lifted, vacated or reversed, reversed and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with any of and without limiting the foregoing clauses (i) through (iv)foregoing, Parent the Company and the Company (x) Board shall not be obligated to and (y) shall not agree to (A) make take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any payment of a consent fee, “profit sharing” payment Transaction or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or this Agreement and (B) amendif any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, supplement take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or modify any contract in any manner that would be adverse to regulation on the interest of the Company or, after the Merger, Parent Transactions and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentthis Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (ia) the taking of all acts necessary to cause the conditions to the Merger set forth in Article VII Closing to be satisfied or fulfilledas promptly as practicable, (iib) obtain the obtaining of all necessary actions or nonactions, waivers, consents waivers and approvals Consents from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval a Consent or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiic) obtain the obtaining of all necessary consents, approvals Consents or waivers from third parties; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent or waiver may be required (other than nominal filing or application fees), (ivd) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Authority Entity preventing consummation of any of the Transactions vacated or reversed, reversed and (ve) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or and the Ancillary other Transaction Agreements; provided, that, in . In connection with any of and without limiting the foregoing clauses foregoing, (i) through (iv), Parent the Company and the Company Board shall (xA) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions and (ii) Parent, on behalf of itself and its subsidiaries and affiliates, is hereby deemed to have granted any consent with respect to, and waived compliance with any requirements of, any term or provision of any Contract or arrangement in effect as of the date of this Agreement, between and among Parent or any of its subsidiaries or affiliates, on the one hand, and the Company or any Company Subsidiaries or affiliates, on the other hand, to the extent necessary in order to consummate the Transactions without resulting in a breach, default or other violation of any such Contract or arrangement. Notwithstanding the foregoing, the Company and its Representatives shall not be obligated to and (y) shall not agree to (A) make prohibited under this Section 7.03 from taking any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentaction permitted by Section 6.02.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in as promptly as practicable, the most expeditious manner practicableOffer, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and Consents from, consents and approvals from Governmental Authorities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, a Proceeding by any Governmental Authority, (iii) obtain all necessary consents, approvals or waivers from third parties, (iv) defend any Action challenging Entity with respect to this Agreement or the Transactions, (ii) the defending or contesting of any Ancillary Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viii) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with any of and without limiting the foregoing clauses (i) through (iv)foregoing, Parent the Company and the Company (x) Board shall, and the Company shall not be obligated to and (y) shall not agree to cause the Company Subsidiaries to, (A) make take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any payment of a consent fee, “profit sharing” payment Transaction or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or this Agreement and (B) amendif any state takeover statute or similar statute or regulation becomes or purports to be applicable to any Transaction or this Agreement, supplement take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or modify any contract in any manner that would be adverse to minimize the interest effect of such statute or regulation on the Company or, after the Merger, Parent Transactions and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentthis Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in Section 5.03(c) of this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Authorities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, a Proceeding by any Governmental Authority, (iii) obtain all necessary consents, approvals or waivers from third parties, (iv) defend any Action challenging Entity with respect to this Agreement or the Transactions, (ii) the defending or contesting of any Ancillary Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, reversed and (viii) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement or the Ancillary Agreements; provided, that, in Agreement. In connection with and without limiting the foregoing, and notwithstanding any of Adverse Recommendation Change, the foregoing clauses (i) through (iv), Parent Company and the Company (x) Board shall not be obligated to and (y) shall not agree to (A) make take all action necessary to ensure that no Takeover Statute or similar statute or regulation is or becomes applicable to any payment of a consent fee, “profit sharing” payment Transaction or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or this Agreement and (B) amendif any Takeover Statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, supplement take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or modify any contract in any manner that would be adverse to regulation on the interest of the Company or, after the Merger, Parent Transactions and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentthis Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement Agreement, the Merger or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, (iv) the execution and (v) execute and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this each Transaction Agreement or and (v) to arrange for the Ancillary Agreements; provided, that, financing contemplated by the Commitment Letter to be provided on substantially the terms and conditions specified in the Commitment Letter. In connection with any of and without limiting the foregoing clauses foregoing, the Company and the Company Board shall (i) through take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or any other Transaction or any Transaction Agreement, (iv)ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction Agreement, Parent take all action necessary to ensure that the Merger and the Company (x) shall not other Transactions may be obligated consummated as promptly as practicable on the terms contemplated by each Transaction Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions and (yiii) cooperate with the arrangements for obtaining the Financing. Nothing in this Agreement shall not be deemed to require any party to waive any substantial rights or agree to (A) make any payment substantial limitation on its operations or to dispose of a consent fee, “profit sharing” payment any significant asset or other consideration (including increased or accelerated payment) or concede anything collection of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parentassets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02)Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, (iv) the Company obtaining the insurance coverage referred to in Section 7.02(g) and (v) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Ancillary Agreements; provided, that, in connection with any of the foregoing clauses (i) through (iv), Parent Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Notwithstanding the foregoing, the Company (x) shall not be obligated to and (yprohibited under this Section 6.03(a) shall not agree to (A) make from taking any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (yaction permitted by Section 5.02(b), without the prior written consent of Parent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and without limiting the rights of the Company and the Company Board under Section 5.02(c)), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityEntity, (iiiii) obtain the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iviii) defend the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any stay decree, order or temporary restraining order judgment entered by any court or other Governmental Authority vacated Entity that would restrain, prevent or reversed, delay the Closing and (viv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Ancillary Agreements; providedMerger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, thatthe Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with any of 44 the foregoing clauses (i) through (iv), Parent Merger and the Company other Transactions, (xii) shall not be obligated to promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (yiii) shall not agree furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to (A) make this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any payment discussion, telephone call or meeting with any Governmental Entity in respect of a consent feeany filing, “profit sharing” payment investigation or other consideration (including increased inquiry in connection with the Merger or accelerated payment) the other Transactions and to participate in the preparation for such discussion, telephone call or concede anything of monetary or economic value or (B) amendmeeting. The Company and Parent may, supplement or modify as each deems advisable and necessary, reasonably designate any contract in any manner that would be adverse competitively sensitive material provided to the interest other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this Section 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parent.