Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. (a) The Buyer, the Securityholder Representative and the Company shall, within three (3) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectations.

Antitrust Filings. (a) The BuyerCompany and the Purchaser acknowledge that one or more filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection with, and prior to, the Securityholder Representative issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly notify the Company shallif any such filing, within three (3) Business Days after the date hereofnotification, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination expiration of the a waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees waiver and/or approval is required in connection with any filing such exercise and, notwithstanding anything to the contrary in this Agreement or the Warrants, Purchaser expressly acknowledges and agrees that any such exercise shall be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate in promptly making or causing to be made all necessary applications, submissions and filings under any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the avoidance of doubt, from and after the Closing, Purchaser and its Permitted Transferees may require the cooperation of the Company under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the Antitrust Lawsexercise in full of the Warrants held by Purchaser or its Permitted Transferee. The Buyer, the Securityholder Representative Purchaser and the Company agree to use reasonable efforts to insure shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that any applicable waiting periods imposed under if the Antitrust Laws terminate application or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request filing would not have been required in connection with its preparation the applicable exercise of necessary filings or submissions Warrants had the Purchaser Parties beneficially owned only Securities acquired under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and any related (or contemplated transactionsWarrant Shares issued upon exercise of Warrants), except the Purchaser Parties shall be responsible for documents filed pursuant to Item 4(c) 100% of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationssuch filing fees).

Antitrust Filings. (a) The BuyerAs promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the Securityholder Representative and the Company shall, within three (3) Business Days after the date hereof, if required by review of the Antitrust LawsFilings, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination each of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative Buyer and the Company shall file all reports or use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other documents required or requested by parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the appropriate Governmental Authority under the Antitrust Laws, or otherwise and extent that such review will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified not result in the Antitrust Laws will expire or terminate as soon as waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably possible after with the execution and delivery of this Agreement. The Buyer shall pay all filing fees required others, in connection with resolving any filing required under inquiry or investigation by any Governmental Entity relating to the Antitrust LawsFilings. The BuyerBuyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Securityholder Representative Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to insure that contest and defend any applicable waiting periods imposed under the Antitrust Laws terminate Action, whether judicial or expire as early as practicable. Without limiting the foregoingadministrative, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought brought by any Governmental Body preventing Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the transactions contemplated by this AgreementMerger or the Transactions on or before the Closing Deadline. (b) The Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer and or any of its Affiliates, in order to obtain the Securityholder Representative shall cause consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective counsel to furnish each other such necessary information and reasonable assistance as Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the other may reasonably request in connection with operation by Buyer or any of its preparation Affiliates of necessary filings any assets or submissions under the provisions businesses (including any assets or businesses of the Antitrust Laws. The Buyer and Company or any of the Securityholder Representative will cause their respective counsel to supply to each other copies Subsidiaries), (ii) modify any of all correspondencethe terms of this Agreement, filings or written communications by the Transactions, or to such party (iii) initiate or its Affiliates with or from participate in any Governmental Authority or staff members thereof, legal proceeding with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationssuch matters.

Antitrust Filings. (a) The BuyerEach party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Securityholder Representative Company and the Company Parent shall, promptly (and in any event within three (3) Business Days business days) after the date hereofof this Agreement, if prepare and file the notifications required by under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust LawsImprovements Act of 1976, file as amended (the “HSR Act”) and any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in connection with the appropriate Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority all forms and documentation required to be filed made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by them under any Governmental Authority in connection with Antitrust Filings or which the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination parties may reasonably deem appropriate. Each of the waiting period, if applicable, under such Antitrust Laws. From Company and Parent will notify the date other party promptly upon the receipt of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate (A) any comments from any Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required Authorities in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative Filings made pursuant hereto; and the Company agree to use reasonable efforts to insure that (B) any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought request by any Governmental Body preventing Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the consummation requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to the Merger or any of the other transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as , keep the other may party reasonably request informed as to the status of any such Action or threat, and in connection with its preparation of necessary filings or submissions under the provisions any such Action, each of the Antitrust Laws. The Buyer Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Action and the Securityholder Representative will cause their respective counsel to supply have access to each other copies of all correspondenceand be consulted in connection with any document, filings opinion or written communications by proposal made or submitted to such party or its Affiliates with or from any Governmental Authority or staff members thereof, in connection with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationssuch Action.

Antitrust Filings. (a) The Buyer, Upon the Securityholder Representative and the Company shall, within three (3) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting periodPurchaser, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by cooperate with the appropriate Governmental Authority under the Antitrust LawsPurchaser and use (and shall cause its Affiliates to use) its reasonable best efforts to promptly (i) take, or otherwise cause to be taken, all actions, and will comply promptly do, or cause to be done, and assist and cooperate with any requests by such Governmental Authority for additional information concerning the transactions contemplated herebyPurchaser in doing, so that all things necessary, proper or advisable to obtain the waiting period specified in the Antitrust Laws will expire expiration or terminate as soon as reasonably possible after the execution and delivery termination of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed period under the Antitrust Laws terminate HSR Act and other applicable antitrust laws to allow for any increase in the Purchaser’s beneficial ownership of the Company’s equity securities pursuant to the exercise of the Warrant or expire the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant as early promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, such increase, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the transactions and (iii) execute and deliver any additional instruments necessary for any increase in the Purchaser’s beneficial ownership of the Company’s equity securities 20 pursuant to the exercise of the Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant. Without limiting the foregoing, the BuyerCompany shall prepare and file, within five (5) Business Days following the Securityholder Representative and request by the Company agree Purchaser to use reasonable efforts to cooperate and oppose prepare such filing, any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act required Notification and Report Form or communications regarding in connection with any increase in the same documents or information submitted in response to any request for additional information or documents Purchaser’s beneficial ownership of the Company’s equity securities pursuant to the Antitrust Laws that in each case reveal exercise of the Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant requiring prior approval pursuant to the HSR Act. In connection with such undertakings, the Company shall cooperate and consult with the Purchaser and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and governmental authorities, necessary or advisable in relation to any increase in the Purchaser’s beneficial ownership of the Company’s equity securities pursuant to the exercise of the Warrant or the Buyeracquisition of the Company’s negotiating objectives equity securities by the Purchaser during the exercise term of the Warrant. Nothing in this Section 4.7 shall require the Company to agree, negotiate, commit to or strategies effect, by consent decree, hold separate or purchase price expectationsotherwise, to (i) the sale, divestiture or disposition of any of its assets or businesses, or (ii) any limitation on the conduct of the Company businesses.

Antitrust Filings. (a) The BuyerSubject to Section 7.6(c), as soon as reasonably practicable but in no event later than January 26, 2005, the Securityholder Representative Sellers and the Company shallBuyers shall each prepare and file, within three or cause to be prepared and filed, (31) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation any notifications required to be filed by them under the Antitrust Laws concerning HSR Act with the transactions contemplated herebyUnited States Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”), and shall request early termination of the waiting periodperiod under the HSR Act; and (2) any merger filings as may be required by any foreign countries, if applicableincluding, without limitation, the Competition Act. Each party shall promptly respond to any requests for additional information in connection with such filings and shall take all other reasonable actions to cause the waiting periods under such Antitrust Laws. From the HSR Act to terminate or expire at the earliest possible date after the date of such filing until filing; provided however, that nothing in this Section shall require the Closing DateBuyers to (A) incur any material liability or obligation of any kind, or (B) agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of, or to any limitation on, the Buyeracquisition, ownership, operation, effective control or exercise of full right of ownership of any asset or assets of the businesses of the Buyers or the Sellers. The Buyers shall be responsible for payment of the applicable filing fee under the HSR Act, but not the Sellers’ costs and expenses (including attorneys’ fees and other legal fees and expenses) associated with the preparation of the Sellers’ portion of any antitrust filings. The Buyers and its counsel shall be responsible for discussions with the FTC, DOJ, and any other antitrust authorities, after consultation and coordination with the Sellers and its counsel. In addition, the Securityholder Representative Buyers and Sellers shall make any necessary filings for clearance of the transaction contemplated hereby under the Austrian Cartel Act. In the event clearance under the Austrian Cartel Act has not been obtained by Closing, then Sellers shall remain responsible for their Austrian accounts and related business on behalf of the Buyers, subject to reimbursement upon terms specified under the Transition Supply Agreement, until such clearance has been obtained and the Company Buyers shall file all reports or other documents required or requested by the appropriate Governmental Authority not raise absence of such clearance under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate Section 8.1(e) as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree a condition to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this AgreementClosing. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectations.

Antitrust Filings. (a) The Buyer, the Securityholder Representative and the Company shall, within three (3) Business Days As promptly as practicable after the date hereofof this Agreement, if each of the Purchaser and the Parent will prepare and file (i) with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to the transactions contemplated herein as required by the Antitrust Laws, file with HSR Act as agreed to by the appropriate Governmental Authority all forms parties (the "ANTITRUST FILINGS") and documentation (ii) any other filings required to be filed by them it under the Antitrust Laws concerning the transactions contemplated herebyany other federal, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports state or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, with respect foreign laws relating to the transactions contemplated by this Agreement (the "OTHER FILINGS"). (b) The Seller Entities and the Purchaser each shall promptly supply the other with any related or contemplated transactions, except for documents filed information which may be required in order to effectuate any filings pursuant to Item 4(cthis Section 4.7. Each of the Seller Entities and the Purchaser will notify the other promptly upon the receipt of any comments from the FTC or DOJ or their respective staffs or any other government officials in connection with any filing made pursuant hereto and of any request by the FTC or DOJ or their respective staffs or any other government officials for amendments or supplements to any Antitrust Filings or Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the FTC, DOJ or their respective staffs or any other governmental officials, on the other hand, with respect to any Antitrust Filing or Other Filing. Each of the Seller Entities and the Purchaser will cause all documents that it is responsible for filing with the FTC or DOJ or other regulatory authorities under this Section 4.7 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to any Antitrust Filing or Other Filing, as the case may be, each party will promptly inform the other of such occurrence and cooperate in filing with the FTC or DOJ or their respective staffs or any other government officials such amendment or supplement. (c) of The Purchaser shall resolve any objections that may be asserted with respect to the transactions contemplated hereby under the HSR Act Notification and Report Form or communications regarding the same documents any other antitrust or information submitted in response to trade regulatory laws or regulations of any request for additional information administrative or documents pursuant to the Antitrust Laws that in each case reveal the Company’s other governmental body or the Buyer’s negotiating objectives or strategies or purchase price expectationsagency.

Antitrust Filings. (a) The Buyer, Purchaser has filed notification of the Securityholder Representative business combination under the provisions of the HSR Act with the Antitrust Division of the DOJ and the Company shallFTC on September 23, within three (3) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early 2019. Early termination of the waiting periodperiod under the HSR Act was granted on September 27, 2019. Purchaser has not made nor is it aware of any other filings or notifications that have to be made with any Authority. If required, each of the Seller (and its Affiliates, if applicable), under such Antitrust Laws. From on the date of such filing until the Closing Dateone hand, the Buyer, the Securityholder Representative and the Company shall Purchaser (and its Affiliates, if applicable), on the other hand, will promptly file all reports comparable pre-merger or post-merger notification filings, forms and submissions that are required by other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the applicable Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Buyer . Each of the Seller and the Securityholder Representative shall Purchaser will use commercially reasonable efforts to (A) cooperate and coordinate (and cause their its respective counsel Affiliates to furnish each other such necessary information cooperate and reasonable assistance as coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may reasonably be required in order to make such filings; (C) promptly respond to any request for additional information relating to such filings from the Authorities of any other applicable jurisdiction in which any such filing is made; and (D) take all reasonable action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to any other Antitrust Laws applicable to the transactions contemplated by this Agreement; and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the transactions contemplated by this Agreement, in each case as soon as practicable, subject to the terms and conditions of this Agreement. Each of the Seller (and its Affiliates, if applicable), on the one hand, and the Purchaser (and its Affiliates), on the other hand, will promptly inform the other of any communication from any Authority regarding the transactions contemplated by this Agreement in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Lawssuch filings. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such If any party or its Affiliates with Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(cany Antitrust Laws applicable to the transactions contemplated by this Agreement, then such party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Each party will provide the other party in advance, with a reasonable opportunity for review and comment thereon, copies of any proposed communication with any Authority relating to the review under any Antitrust Law of the transactions contemplated hereby. No party shall participate in any material communication or meeting with any Authority relating to the review under any Antitrust Law of the transactions contemplated hereby, unless the party gives the other party reasonable advance notice of such meeting or communication and, unless prohibited by the relevant Authority, permits the other party to attend and participate therein. Nothing in this Agreement obligates the Purchaser, the Seller, or any of their respective Affiliates, as applicable, to agree to or implement (i) any divestiture, holding separate, sale, license, or other disposition of any assets, businesses, or operations of the Purchaser, its Affiliates, or the Group Companies; or (ii) any modification, restriction, limitation, or other restraint or condition upon any assets, businesses, or operations of the Purchaser, its Affiliates, or the Group Companies. Any such measures to which the Purchaser agrees that affect the assets, businesses, or operations of the Group Companies shall be conditioned upon the prior occurrence of the Closing. The Purchaser (and its Affiliates, if applicable) agrees that, between the Original Agreement Date and the Closing, it shall not, and shall not permit any of its Affiliates to, take any action, including but not limited to entering into any Contracts for an acquisition (by stock purchase, merger, consolidation, amalgamation, purchase of assets, license or otherwise) of the HSR Act Notification and Report Form any ownership interest or communications regarding the same documents assets of any Person, that would likely prevent or information submitted in response materially delay obtaining any required consents pursuant to any request for additional information or documents pursuant Antitrust Laws applicable to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationstransactions contemplated by this Agreement.

Antitrust Filings. 17.3.1 In the event that Loxo provides notice that it intends to withdraw from the Co-Promotion pursuant to Section 8.16 or Bayer elects to exercise its rights pursuant to Section 17.2 or 20.6 (a) The Buyereach an “Exclusivity Event”), and, in each case, the Securityholder Representative license granted to Bayer pursuant to Section 2.1.2 with respect to the Co-Promotion Territory will become an exclusive license (even as to Loxo) to Bayer, each of Bayer and Loxo agrees to prepare and make or cause to be prepared and made appropriate filings under the HSR Act and [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. any other antitrust requirements relating to this Agreement and the Company shalltransaction contemplated under this Agreement promptly following receipt by Bayer or Loxo, within three as the case may be, from Loxo or Bayer, as the case may be, of the notice required pursuant to Section 8.16, 17.2 or 20.6 as applicable, but no later than thirty (330) Business Days after days following receipt of the date hereofapplicable notice. Each of Bayer and Loxo agree to cooperate in the antitrust clearance process, if required including by furnishing to the other Party such necessary information and reasonable assistance as the other Party may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and other antitrust requirements, and to furnish promptly to the United States Federal Trade Commission (“FTC”), the Antitrust LawsDivision of the United States Department of Justice (“DOJ”) and any other antitrust authority, file any information reasonably requested by them in connection with such filings. Each Party shall furnish copies (subject to reasonable redactions for privilege or confidentiality concerns) of, and shall otherwise keep the other Party apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, DOJ and any other antitrust authority, and shall comply promptly with any such inquiry or request. 17.3.2 Each Party shall give the other Party the opportunity to review in advance, and shall consider in good faith the other Party’s reasonable comments in connection with any proposed filing or communication with the appropriate Governmental Authority all forms FTC, DOJ or any other antitrust authority. Each Party shall consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, the DOJ, or any other antitrust authority with respect to any filings, investigation or inquiry and, to the extent permitted by such antitrust authority, give the other Party the opportunity to attend and documentation required to be filed by them participate thereat. Neither Party shall withdraw its filing under the Antitrust Laws concerning HSR Act or agree to delay the Effective Date without the prior written consent of the other Party. The Parties’ rights and obligations hereunder apply only in so far as they relate to this Agreement and to the transactions contemplated hereby, and under this Agreement. 17.3.3 Each Party shall request use commercially reasonable efforts to obtain the expiration or early termination of the waiting period, if applicable, HSR Act and any other clearance required under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative other antitrust requirements relating to this Agreement and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority transaction contemplated under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority this Agreement for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. Commercially reasonable efforts as used in this section shall not include proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, disposition, licensing or sublicensing of any of a Party’s or its Affiliates’ assets, properties or businesses or of any of the rights of a party under this Agreement, or defending through litigation any claim asserted in court by any party that would restrain, prevent, or delay the Effective Date. [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. (b) The Buyer and 17.3.4 In the Securityholder Representative shall cause their respective counsel event of an Exclusivity Event, the license granted to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel Bayer pursuant to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, Section 2.1.2 with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant Co-Promotion Territory shall not become an exclusive license (even as to Item 4(cLoxo) of until the waiting period under the HSR Act Notification shall have been terminated or expired without any challenge to the conversion of the license granted to Bayer pursuant to Section 2.1.2 with respect to the Co-Promotion Territory into an exclusive license. Upon the termination of expiration of the waiting period under the HSR Act, such conversion shall become effective automatically without the need for further action by the Parties except as set forth in this Section 17.3. 17.3.5 In the event that antitrust clearance from the FTC, DOJ or any other applicable antitrust authority is not obtained within one hundred twenty (120) days after the receipt by Bayer or Loxo, as the case may be, from Loxo or Bayer, as the case may be, of the notice required pursuant to Section 8.16, 17.2 or 20.6 as applicable, the Parties shall negotiate in good faith In the event a provision of this Agreement needs to be deleted or substantially revised in order to obtain or eliminate the need for regulatory clearance of this transaction. 17.3.6 Each Party shall be responsible for its fees and Report Form or communications regarding costs associated with the same documents or information submitted in response preparation and submission of any required notification and report form to any request for additional other antitrust authority, and the provision of any supplemental information to the FTC, DOJ or documents other antitrust authority, including and any legal fees incurred by such Party in connection with such Party’s obligations pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationsthis Section 17.3.

Antitrust Filings. In connection with and without limiting Section 7.1(a) the parties shall (ai) The Buyerpromptly (in no event later than March 5, the Securityholder Representative and the Company shall, within three (32009) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") the notification and report form (the "HSR Filing") if required under the HSR Act, (ii) promptly provide all information requested by any Governmental Authority in connection with this Agreement or any of the transaction contemplated hereby, (iii) promptly take, and cause each of their respective Affiliates to take all forms action and documentation steps reasonably necessary to obtain any antitrust clearance required to be filed by them under obtained from the FTC, the Antitrust Laws concerning the transactions contemplated herebyDivision, and shall request early termination of the waiting periodany state attorney general, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports any foreign competition authority or any other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with this Agreement or any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. hereby and (biv) The Buyer duly make all notifications and other filings required (together with the Securityholder Representative shall cause their respective counsel to furnish HSR Filing, the "Antitrust Filings") under any other applicable competition, merger control, antitrust or similar Law that the parties deem advisable or appropriate, in each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, case with respect to the transactions contemplated by this Agreement and as promptly as practicable; provided, that (x) no Purchaser shall be required to commence or defend any related Proceeding or contemplated transactionsto divest, except for documents filed pursuant dispose of or hold separate any material assets or any material business to Item 4(csecure HSR Act clearance or consents, approvals or waivers and (ii) no member of any Company Group shall agree to any divesture or disposal of any assets or enter into any agreement with the FTC or any other Governmental Authority regarding HSR Act clearance or consents or approvals under any similar foreign Law without the prior written consent of Purchasers. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request other Laws, as applicable. The filing fees for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationsFilings shall be borne fifty percent (50%) by Purchasers and fifty percent (50%) by Sellers.

Antitrust Filings. (a) The BuyerEach of Parent and Merger Sub (and their respective Affiliates, if applicable), on the Securityholder Representative one hand, and the Company shallCompany, within three on the other hand, shall (3x) Business Days after file with the date hereof, if FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after HSR Act within five (5) calendar days following the execution and delivery of this Agreement. The Buyer shall pay all filing fees , and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by the other applicable Antitrust Laws in connection with any filing required under the Antitrust LawsMerger at times mutually reasonably agreed to by Parent and the Company. The Buyer, the Securityholder Representative Each of Parent and the Company agree shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to use reasonable efforts make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws and (iv) take all action reasonably necessary to insure that any cause the expiration or termination of the applicable waiting periods imposed under the HSR Act and any other Antitrust Laws terminate or expire applicable to the Merger as early soon as practicable. Without limiting , and to obtain any required consents under any other Antitrust Laws applicable to the foregoingMerger as soon as practicable, and to avoid any impediment to the Buyerconsummation of the Merger under any Antitrust Laws. (b) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the Securityholder Representative one hand, and the Company agree to use reasonable efforts to cooperate and oppose Company, on the other hand, shall promptly inform the other of any preliminary injunction sought by communication from any Governmental Body preventing the consummation Authority regarding any of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request Agreement in connection with its preparation of necessary filings such filings. If any party hereto or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings Affiliate thereof shall receive a request for additional information or written communications by or to such party or its Affiliates with or documentary material from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the HSR or any other Antitrust Laws that applicable to the Merger with respect to which any such filings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (A) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (B) give each other an opportunity to participate in each case reveal of such meetings, (C) keep the Company’s other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Merger, (D) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Buyer’s negotiating objectives Merger, articulating any regulatory or strategies competitive argument and/or responding to requests or purchase price expectationsobjections made by any Governmental Authority, (E) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger and (F) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Merger. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information.

Antitrust Filings. (a) The BuyerEach of Parent and Merger Sub (and their respective affiliates, if applicable), on the Securityholder Representative one hand, and the Company shall(if applicable), on the other hand, shall (i) file with the FTC and the Antitrust Division of the United States Department of Justice (the “DOJ”) a Notification and Report Form relating to this Agreement and the Transactions as required by the HSR Act within three ten (310) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after following the execution and delivery of this AgreementAgreement or such later date as may be mutually agreed by antitrust counsel for Parent and the Company, and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by any other applicable Antitrust Laws in connection with the Transactions within ten (10) Business Days following the execution and delivery of this Agreement (or, if later, of the identification by a party that such filing with a foreign Governmental Authority is so required) or such later date as may be mutually agreed by antitrust counsel for Parent and the Company. The Buyer Parent shall pay all directly to the applicable Governmental Authority the applicable filing fees fee required in connection with any filing the filings and other materials required under the Antitrust LawsHSR Act or other applicable antitrust or competition Laws in connection with the Transactions. The Buyer, the Securityholder Representative Each of Parent and the Company agree shall (A) cooperate and coordinate with the other in the making of such filings; (B) supply the other with any information that may be required in order to use reasonable efforts make such filings; (C) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws; and (D) subject to insure that any Section 6.3(c), take all action reasonably necessary to cause the expiration or termination of the applicable waiting periods imposed under the HSR Act and any other Antitrust Laws terminate or expire applicable to the Transactions as early soon as practicable. Without limiting , and to obtain any required consents under any other Antitrust Laws applicable to the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this AgreementTransactions as soon as reasonably practicable. (b) The Buyer Each of Parent and Merger Sub (and their respective affiliates, if applicable), on the one hand, and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as Company, on the other may reasonably request in connection with its preparation hand, shall promptly inform the other of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or any communication from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and regarding any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form Transactions in connection with such filings and, if permitted or communications not objected to by the relevant Governmental Authority, shall permit the other party to participate in any meeting, telephone conversation or other similar communication on substance that such party has with a Governmental Authority regarding the same documents Antitrust Laws. If any party hereto or information submitted in response to any Affiliate thereof shall receive a request for additional information or documents documentary material from any Governmental Authority with respect to the Transactions pursuant to the HSR Act or any other Antitrust Laws applicable to the Transactions with respect to which any such filings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Any information a party provides to the other party under this Section 6.3 may be designated by the providing party in its reasonable discretion as provided for review only by the outside counsel to the receiving party. (c) Subject to the next sentence, Parent shall take any and all action required by a Governmental Authority in respect of an Antitrust Law that is necessary to ensure that no such Governmental Authority enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Transactions, or to ensure that no such Governmental Authority with the authority to clear, authorize or otherwise approve the consummation of the Transactions, fails to do so by the Outside Date, including (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or (v) effectuating any other change or restructuring of the Company or Parent their respective Subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case reveal of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; by consenting to such action by the Company and provided, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Transactions) (each a “Divestiture Action”). Notwithstanding anything in this Agreement to the contrary, neither Parent nor Merger Sub shall be required to take, or cause to be taken, any Divestiture Action that Parent determines in its reasonable judgment would be reasonably likely to have a fundamental and adverse impact on the business of, or Parent’s strategy with respect to, the combined nutrition businesses of Parent and the Company. In the event that any action is threatened or instituted challenging any of the Buyer’s negotiating objectives Transactions as violative of any pre-merger notification requirement or strategies other Antitrust Law, Parent shall take all action necessary, including any Divestiture Action, to avoid or purchase price expectationsresolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Transactions in accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the Transactions, Parent shall take promptly any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Outside Date. (d) If any Divestiture Action agreed to by Parent requires action by or with respect to the Company or its Subsidiaries or its or their businesses or assets, and such action would constitute a breach of this Agreement, the Parent hereby agrees to consent to the taking of such action by the Company and any such action may, at the discretion of the Company, be conditioned upon consummation of the Transactions.

Antitrust Filings. (a) The Buyer, the Securityholder Representative Buyer and the Company shall, within three will each make in timely fashion all filings and notifications required under the HSR Act (3the “Antitrust Filings”) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required Entity designated by Law to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under receive such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreementfilings. The Company and Buyer shall each pay all any filing fees required for which it is responsible in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this AgreementFilings. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other such necessary information and reasonable assistance as the other may reasonably request materials in connection with its preparation of necessary filings or submissions under the provisions review of the Antitrust LawsFilings, Buyer or the Company, as the case may be, shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other party’s legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. The Company and Buyer shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. The Company and Buyer shall each promptly inform the other of any communication with, and any proposed understanding, Contract, or undertaking with any Governmental Entity relating to its Antitrust Filing. The Company and Buyer shall each give the other reasonable advance notice of, and the Securityholder Representative will cause opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of the parties hereto agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Merger and the other Transactions. (c) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Merger or the Transactions, to (1) sell or hold separate, or agree to sell or hold separate, before or after the Effective Time, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Surviving Corporation or any of the Subsidiaries (or to consent to any sale, or Contract to sell, by Buyer, by the Surviving Corporation or by any of their respective counsel Affiliates of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Buyer of any assets or businesses (including any assets or businesses of the Surviving Corporation or the Subsidiaries), (2) enter into any Contract or consent decree or be bound by any obligation that Buyer may deem in its sole discretion to supply have an adverse effect on the benefits to each other copies Buyer of all correspondencethe Merger, filings (3) modify any of the terms of this Agreement or written communications by the Merger, or to such party the Transactions, or its Affiliates with (4) initiate or from participate in any Governmental Authority or staff members thereof, litigation with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationssuch matters.

Antitrust Filings. As soon as practicable, and in any event within ten (a) The Buyer, the Securityholder Representative and the Company shall, within three (310) Business Days after following the date hereofof this Agreement, if required by the Antitrust LawsCompany, file with Hospitality, Parent, MergerCo 1 and MergerCo 2 each shall make or cause to be made all necessary filings (it being understood that in any jurisdiction where the submission of a draft prior to formal filing or notification is appropriate Governmental Authority all forms and documentation or advisable, only the draft initial submission or notification shall be required to be filed by them submitted within ten (10) Business Days), and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under the Exchange Act or any other federal, state or foreign Law, including filings (or draft filings or initial submissions, as applicable or advisable) required under any applicable Antitrust Laws concerning Law in the transactions contemplated herebyjurisdictions listed on Schedule 7.2 (collectively, the “Antitrust Filings”). The Paired Entities, Parent, MergerCo 1 and MergerCo 2 shall request early termination cooperate and consult with each other in connection with the making of all such Antitrust Filings, including by providing copies of all relevant documents to the non-filing party and its advisors prior to the filing. Except as otherwise required by Law, neither Parent nor any of the waiting period, Paired Entities shall file any such document if applicable, under such Antitrust Laws. From the date other party has reasonably objected to the filing of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreementdocument. The Buyer Paired Entities, Parent, MergerCo 1 and MergerCo 2 shall pay all filing fees required consult and cooperate with each other in connection with any filing required under analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by or on behalf of any party hereto in connection with proceedings, reviews or inquiries arising out of, relating to or resulting from such Antitrust Filings or in connection with any Antitrust Law and consider in good faith any reasonable comments such other party may have in such submissions, and not participate independently in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such Antitrust Filings or any investigations or other inquiries relating to any applicable Antitrust Law without giving such other party prior notice of the Antitrust Laws. The Buyermeeting or conversation and, unless prohibited by such Governmental Entity, the Securityholder Representative opportunity to attend or participate. Neither Parent nor any of the Paired Entities shall consent, and the Company agree each shall cause its respective affiliates not to use reasonable efforts consent, to insure that any applicable voluntary extension of any statutory deadline or waiting periods imposed under the Antitrust Laws terminate period or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing timing agreement or other voluntary delay of the consummation of the transactions contemplated by this Agreement. (b) The Buyer and Agreement at the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as behest of any Governmental Entity without the consent of the other may reasonably party, which consent shall not be unreasonably withheld or delayed. Each of the Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 shall promptly notify the other of the receipt of any communication with a Governmental Entity regarding the transactions contemplated hereby, or of any comments on, or any request in connection with its preparation of necessary filings for amendments or submissions under the provisions supplements to, any of the Antitrust Laws. The Buyer Filings by any Governmental Entity or official, and each of the Securityholder Representative will cause their respective counsel to Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 shall supply to each the other with copies of all correspondencecorrespondence between it and each of its affiliates and Representatives, filings on the one hand, or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereofother governmental official, on the other hand, with respect to any of the Antitrust Filings or any applicable Antitrust Law. The Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 each shall promptly obtain and furnish the other (a) the information which may be reasonably required in order to make such Antitrust Filings and (b) any additional information which may be requested by a Governmental Entity and which the parties reasonably deem appropriate. Parent shall be solely responsible for and pay all filings fees payable to any Governmental Entity pursuant to applicable Antitrust Law in connection with the transactions contemplated by this Agreement and any related Agreement. Any information or contemplated transactions, except for documents filed materials provided to the other parties pursuant to Item 4(cthis Section 7.2 may be provided on an “outside counsel only” basis, if appropriate, and that information or materials may also be redacted (i) to remove references concerning the valuation of the HSR Act Notification Paired Entities and Report Form the Paired Entities Subsidiaries or communications regarding the same documents other competitively sensitive materials, (ii) as necessary to comply with contractual arrangements and obligations and (iii) as necessary to address reasonable attorney-client or information submitted in response to any request for additional information other privilege or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationsconfidentiality concerns.

Antitrust Filings. (a) The Buyer, the Securityholder Representative and the Company shall, within three Within ten (310) Business Days after following the date hereof, if required by the Company and Buyer shall each make such premerger filings with the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation Authorities as may be required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust LawsTransaction. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative Company and the Company Buyer shall file all reports or other documents required or requested by the appropriate Governmental Authority Antitrust Authorities under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority the Antitrust Authorities for additional information concerning the transactions contemplated herebyTransaction, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing application fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative Buyer and the Company agree to use commercially reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Company and Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The To the extent not prohibited by Law, the Company and Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates affiliates with or from any Governmental Authority Government or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactionsTransaction, except for documents filed pursuant to Item 4(c) of the HSR Act ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case which reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectations.

Antitrust Filings. (a) The BuyerAt the written request of Pyxis, the Securityholder Representative and each of the Company shalland Pyxis will, or will cause their applicable Affiliate(s) to, within three (3) Business Days [***] after the date hereof, if required execution of a License Agreement (or such later time as may be agreed to in writing by the Antitrust LawsParties), prepare and file with the appropriate Governmental Authority all forms U.S. Federal Trade Commission (“FTC”) and documentation the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR Filing required to be filed by them of such Party under the HSR Act and any other filings, notices, applications or other submissions required of such Party under Antitrust Laws concerning (collectively, “Antitrust Filings”), in each case the transactions contemplated hereby, and shall request early termination necessity of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified which has been determined in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery reasonable opinion of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, Pyxis with respect to the transactions contemplated by such License Agreement. Pyxis and the Company will cooperate with one another to the extent necessary in the preparation of any such Antitrust Filings. Pyxis and the Company will be responsible for their own costs, expenses, and filing fees associated with any Antitrust Filing; provided, further, that such Parties will equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties will be the sole financial responsibility of such Party) required to be paid to any Governmental Authority in connection with making any such Antitrust Filing. In the event that Pyxis and the Company make any Antitrust Filing(s) under this Section 3.7.2, each of the Pyxis and the Company shall have the right to terminate the relevant License Agreement immediately upon written notice to the other such Party in the event that (a) the FTC or DOJ obtains a preliminary injunction under the HSR Act against such Parties to enjoin the transactions contemplated by such License Agreement or any other Governmental Authority enjoins the transactions contemplated by such License Agreement in accordance with Antitrust Laws, or (b) the HSR Clearance Date has not occurred and any related other applicable antitrust clearances have not been obtained on or contemplated transactionsprior to two hundred seventy (270) days after the date of execution of the License Agreement. Notwithstanding anything to the contrary contained herein, except for documents filed the terms and conditions of this Section 3.7.2, none of the terms and conditions contained in the applicable License Agreement (including the obligation for Pyxis to make any payments thereunder), will be effective until the “License Effective Date,” which is agreed and understood to mean the later of (i) the date of execution of the License Agreement, or (ii) if a determination is made by Pyxis pursuant to Item 4(cthis Section 3.7.2 that any Antitrust Filing(s) is required, the receipt of any such required antitrust clearance(s). As used herein: (1) “HSR Clearance Date” means the earliest date that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by a License Agreement have expired or have been terminated; and (2) “HSR Filing” means a filing by the Company and Pyxis or their ultimate parent entities as that term is defined in the HSR Act with the FTC and the DOJ of a Notification and Report Form or communications regarding for Certain Mergers and Acquisitions (as that term is defined in the same documents or information submitted in response to any request for additional information or documents pursuant HSR Act) with respect to the Antitrust Laws that matters set forth in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationsLicense Agreement, together with all required documentary attachments thereto.

Antitrust Filings. Each of Parent and Merger Sub (a) The Buyerand their respective Affiliates, if applicable), on the Securityholder Representative one hand, and the Company shallCompany, within three on the other hand, shall (3i) Business Days after file with the date hereof, if FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after HSR Act within twenty (20) calendar days following the execution and delivery of this Agreement. The Buyer shall pay all filing fees , and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by the other applicable Antitrust Laws in connection with any filing required under the Antitrust LawsMerger. The Buyer, the Securityholder Representative Each of Parent and the Company agree shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to use reasonable efforts make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) take all action reasonably necessary to insure that any cause the expiration or termination of the applicable waiting periods imposed under the HSR Act and any other Antitrust Laws terminate or expire applicable to the Merger as early soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Merger as soon as reasonably practicable. Without limiting Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the foregoingone hand, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose Company, on the other hand, shall promptly inform the other of any preliminary injunction sought by communication from any Governmental Body preventing the consummation Authority regarding any of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request Agreement in connection with its preparation of necessary filings such filings. If any party hereto or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings Affiliate thereof shall receive a request for additional information or written communications by or to such party or its Affiliates with or documentary material from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the HSR or any other Antitrust Laws that applicable to the Merger with respect to which any such filings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationscompliance with such request.

Antitrust Filings. (a) The Buyer, the Securityholder Representative and the Company shall, within three (3) Business Days Promptly after the date hereofof this ----------------- Agreement, if each of Company and Parent will prepare and file (i) with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties (the "Antitrust Laws, file with the appropriate Governmental Authority all forms Filings") and documentation (ii) any other filings required to be filed by them it under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing DateExchange Act, the BuyerSecurities Act or any other federal, state or foreign laws relating to the Securityholder Representative Merger and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement (the "Other Filings"). Company and Parent each shall promptly supply the other with any related or contemplated transactions, except for documents filed information which may be required in order to effectuate any filings pursuant to Item 4(cthis Section 6.2. (b) Each of Company and Parent will notify the HSR Act Notification other promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and Report Form or communications regarding the same documents or information submitted in response to of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Post-Effective Amendment, the Company Proxy Statement or any Antitrust Filings or Other Filings or for additional information and will supply the other with copies of all correspondence between such party or documents pursuant any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Post-Effective Amendment, the Company Proxy Statement, the Merger or any Antitrust Laws Filing or Other Filing. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under Section 6.1 and this Section 6.2 to comply in each all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement the Registration Statement, the Post-Effective Amendment, the Company Proxy Statement or any Antitrust Filing or Other Filing, Company or Parent, as the case reveal may be, will promptly inform the Company’s other of such occurrence and cooperate in filing with the SEC or the Buyer’s negotiating objectives its staff or strategies any other government officials, and/or mailing to stockholders of Company and/or Parent, such amendment or purchase price expectationssupplement.

Antitrust Filings. (a) The BuyerWithout limiting the generality of Section 7.09(a) and Section 7.09(b) during the period (i) beginning on the Agreed Milestone Achievement Date and (ii) assuming either the Call Option Exercise Notice or the Put Option Exercise Notice has been provided, ending on the Securityholder Representative earlier of (A) the Closing and (B) the Company shall, within three (3) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early valid termination of the waiting periodthis Agreement pursuant to Article IX, if applicable, under such Antitrust Laws. From the date each of such filing until the Closing Date, the Buyer, the Securityholder Representative Buyer and the Company shall (and the Securityholders shall use their voting power to cause the Company to) promptly file all reports any notification filings, forms and submissions with any Governmental Entity that are required by any applicable Antitrust Laws in connection with the Equity Purchase (collectively, the “Antitrust Filings”). Each of Buyer and the Company shall (and the Securityholders shall use their voting power to cause the Company to): (w) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other in the making of the Antitrust Filings as soon as practicable, and in any event within ten (10) Business Days, following delivery of the Call Option Exercise Notice or the Put Option Exercise Notice, as applicable; (x) use its respective reasonable best efforts to supply the other documents (or cause the other to be supplied) with any information that may be required in order to make the Antitrust Filings; (y) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the appropriate Governmental Authority under Entities of any other applicable jurisdiction in which any such Antitrust Filing is made and (z) use its respective reasonable best efforts to take all action necessary to (1) cause the Antitrust Laws, expiration or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning termination of the transactions contemplated hereby, so that the applicable waiting period specified in periods pursuant to the Antitrust Laws will expire or terminate applicable to the Equity Purchase and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the Equity Purchase, in each case as soon as reasonably possible after practicable following the execution Agreed Milestone Achievement Date and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under assuming either the Antitrust Laws. The Buyer, Call Option Exercise Notice or the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this AgreementPut Option Exercise Notice was provided. (b) The Buyer Each of the Company, on the one hand, and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as Buyer, on the other may reasonably request hand, will (and each of them will cause its respective Affiliates to, if applicable) promptly inform the other of any communication from any Governmental Entity regarding the Equity Purchase in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust LawsFilings. The Buyer and If Buyer, the Securityholder Representative will cause Company or any of their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any receives a request for additional information or documents documentary material from any Governmental Entity with respect to the Equity Purchase pursuant to the Antitrust Laws that applicable to the Equity Purchase, then such party will use reasonable best efforts to make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (c) In furtherance and not in limitation of the foregoing, Buyer and the Company will (and will cause their respective Affiliates to), subject to any restrictions under applicable Law, (i) promptly notify the other party, or its outside antitrust counsel, of (and, if in writing, furnish them with copies of (or, in the case of oral communications, advise them of the contents of)) any material communication received by such Person from a Governmental Entity in connection with the Equity Purchase and permit the other party to review and discuss in advance (and to consider in good faith any comments made by the other party in relation to) any proposed draft notifications, formal notifications, filings, submissions or other written communications (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with the Equity Purchase to a Governmental Entity, (ii) keep the other party reasonably informed with respect to the status of any such submissions and filings to any Governmental Entity in connection with the Equity Purchase and any material developments, meetings or discussions with any Governmental Entity in respect thereof, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver; (B) the expiration of any waiting period; (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under applicable Law; and (D) the nature and status of any objections raised or proposed or threatened to be raised by any Governmental Entity with respect to the Equity Purchase and related to Antitrust Laws and (iii) (A) provide (1) notice to the other party of any material meeting or substantive conversation with the DOJ, the FTC, or any other Governmental Entity reviewing, or asserting jurisdiction to review, the Equity Purchase under any applicable Antitrust Laws where such meeting or conversation is substantially related to the Equity Purchase and (2) the other party the opportunity to attend or participate in such meeting or conversation unless prohibited by such Governmental Entity, and (B) in the event of a material meeting or substantive conversation with a Governmental Entity other than the DOJ, the FTC, or other Governmental Entity reviewing, or asserting jurisdiction to review, the Equity Purchase under any applicable Antitrust Laws where such meeting or conversation is substantially related to the Equity Purchase, then provide (1) notice to the other party of such meeting or conversation and (2) the opportunity to attend or participate in such meeting or conversation if mutually agreed to in good faith by Buyer and the Company and not otherwise prohibited by such Governmental Entity. However, each case reveal of Buyer and the Company’s Company may designate any non-public information provided to any Governmental Entity as restricted to “outside counsel” only and any such information will not be shared with the representatives of the other party without approval of the party providing the non-public information. Each of Buyer and the Company may redact any valuation and related information before sharing any information provided to any Governmental Entity with another party on an “outside counsel” only basis. (d) Notwithstanding anything to the contrary in this Section 7.10, in connection with the clearance of the Equity Purchase pursuant to applicable Antitrust Law, (i) neither Buyer, the Company nor any of their respective Affiliates, nor any Securityholder shall be required to (A) litigate or contest any administrative or judicial action or any order, whether temporary, preliminary or permanent brought by or before any Governmental Entity or (B) make proposals, execute or carry out agreements or submit to orders providing for or otherwise undertake a Divestiture and (ii) the Company may not (and the Securityholders will use their voting power to cause the Company not to) make proposals, execute or carry out agreements or submit to orders providing for or otherwise undertake a Divestiture without the prior written consent of Buyer’s negotiating objectives or strategies or purchase price expectations.

Antitrust Filings. (a) The BuyerPromptly after the execution of this Agreement, the Securityholder Representative SSCE and the Company shall, within three (3) Business Days after the date hereof, if required by the Antitrust Laws, Purchaser shall each file with DOJ and FTC the appropriate Governmental Authority all forms and documentation pre-merger notification form required pursuant to be filed by them under the Antitrust Laws concerning HSR Act with respect to the transactions contemplated hereby, and shall together with a request for early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority period under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible HSR Act. Promptly after the execution and delivery of this Agreement, SSCE, Smurfit Canada and the Purchaser shall file with the Commissioner of Competition under the Competition Act a pre-merger notification and/or a request for an advance ruling certificate. The Buyer Purchaser shall pay all filing fees required pursuant to the HSR Act and the Competition Act in connection with these filings. (b) The parties agree as follows: (i) each party shall promptly supply any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative additional information and the Company agree to use reasonable efforts to insure documentary material that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought may be requested by any Governmental Body preventing Authority pursuant to any antitrust Law, including the DOJ or FTC pursuant to the HSR Act and the Commissioner of Competition pursuant to the Competition Act (each, a “Government Antitrust Authority”); (ii) each party shall promptly furnish each other with any correspondence from or to, and notify each other of any other communications with, a Government Antitrust Authority, which relates to the transactions contemplated hereunder; (iii) neither party shall take any action with the intended effect of delaying, impairing or impeding the expiration of a waiting period under the HSR Act or any other antitrust Law; (iv) if a Government Antitrust Authority seeks to extend the waiting period under the HSR Act or has requested additional documents, then each party shall furnish the requested additional documents to the Government Antitrust Authority as soon as reasonably practicable; (v) each party shall take promptly any or all of the following actions to the extent necessary to eliminate any concerns on the part of any Government Antitrust Authority regarding the legality under any antitrust Law of the consummation of the transactions contemplated by this Agreement. hereunder: (bA) The Buyer providing information, (B) making reasonable proposals, (C) entering into and the Securityholder Representative shall cause their respective counsel performing agreements or submitting to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings judicial or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondenceadministrative orders, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, (D) solely with respect to the Purchaser, selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets, or businesses, of the Purchaser or any of its subsidiaries; (vi) each party shall use its reasonable best efforts, including, without limitation, taking any action contemplated by Section 4.01(b)(v), to prevent the entry in a judicial or administrative proceeding brought under any antitrust Law by any Government Antitrust Authority of any injunction or other order that would (A) make the consummation of the transactions contemplated by hereunder in accordance with the terms of this Agreement and unlawful or (B) materially prevent or delay such consummation; (vii) each party shall promptly, in the event that such an injunction or order has been issued in such a proceeding, use its reasonable best efforts, including, without limitation, the appeal thereof, or any related action contemplated by Section 4.01(b)(v), to vacate, modify or contemplated transactions, except for documents filed pursuant suspend such injunction or order so as to Item 4(cpermit the Closing to occur; (viii) each party will permit authorized representatives of the HSR Act Notification and Report Form other party to be present at each meeting or communications regarding the same documents or information submitted in response conference relating to any request for additional information such proceeding and to have access to and be consulted in connection with any document, opinion or documents pursuant proposal made or submitted to any Governmental Authority in connection with any such proceeding; and (ix) each party shall use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust Law that may be asserted by any Government Antitrust Authority to the Antitrust Laws that consummation of the transactions contemplated hereunder in each case reveal accordance with the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationsterms of this Agreement, including, without limitation, taking any action contemplated by Section 4.01(b)(v).

Antitrust Filings. (ai) The BuyerIf GBT desires to exercise the Option, GBT shall reasonably determine in good faith prior to exercise of the Securityholder Representative and Option whether the Company shall, within three (3) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required transactions to be filed by them under consummated upon the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination exercise of the waiting period, if applicable, under such Option require any Antitrust LawsFilings. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the If GBT determines in good faith that any Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees Filing(s) is required in connection with GBT’s exercise of the Option and GBT desires to exercise the Option, then GBT shall deliver to Syros a notice of intent to exercise such Option within the Option Exercise Period, which notice shall identify any filing required under Antitrust Filings and include GBT’s irrevocable binding commitment to complete the exercise of the Option, subject only to satisfaction of the Antitrust LawsConditions and the terms of this Section 3.1(d) (such notice, a “Notice of Conditional Exercise”), whereupon the Option Exercise Period shall be tolled for so long as is necessary for GBT to satisfy applicable Antitrust Conditions, but subject to GBT’s compliance with the requirements of Section 3.1(d)(ii) and Section 3.1(d)(iv). The BuyerFor clarity, the Securityholder Representative Option shall not be deemed exercised and GBT shall not obtain the Company agree rights set forth in Section 3.2 unless and until the Parties have obtained satisfaction of any applicable Antitrust Condition for the applicable Antitrust Filing filed pursuant to this Section 3.1(d) and complied with the requirements of this Section 3.1(d). (ii) If GBT delivers a Notice of Conditional Exercise in accordance with this Section 3.1(d), each of GBT and Syros shall cooperate to prepare and shall make any necessary Antitrust Filings as promptly as is practicable and advisable, with the goal of filing Antitrust Filings within [***] after the date upon which GBT delivers the notice (or such later time as may be agreed to in writing by the Parties) and thereafter each of GBT and Syros shall use commercially reasonable efforts to insure that obtain satisfaction of any applicable waiting periods imposed under Antitrust Condition for any applicable Antitrust Filing. GBT will be responsible for both Parties’ reasonable costs and expenses (including filing fees) associated with any Antitrust Filing, provided that each Party will be responsible for its respective attorneys’ fees. Neither Party, or any of its respective Affiliates, will be required to: (A) sell, divest (including through a license), hold separate, transfer or dispose of any assets, operations, rights, product lines, businesses or interests therein (or consent to any of the foregoing actions), or (B) litigate or otherwise formally oppose any determination (whether judicial or administrative in nature) by a Governmental Authority seeking to impose any of the restrictions referenced in clause (A) above. (iii) Subject to Section 3.1(d)(ii), within [***] after the Parties obtaining satisfaction of any applicable Antitrust Laws terminate or expire as early as practicable. Without limiting Condition for any applicable Antitrust Filing, GBT shall deliver to Syros the Option Exercise Notice and shall be required to make the payment required pursuant to Section 6.3. (iv) Notwithstanding the foregoing, unless otherwise agreed by the BuyerParties in writing, if satisfaction of any applicable Antitrust Condition has not occurred within [***] after such time as both Parties have made the necessary Antitrust Filings, then, unless mutually agreed to by the Parties in writing, the Securityholder Representative and Option Exercise Period shall automatically be deemed to expire. In such event, Syros shall pay to GBT royalties equal to [***] of any net sales (defined mutatis mutandis with the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation definition of the transactions contemplated by Net Sales in this Agreement. (b) The Buyer and by Syros, its Affiliates or its or their sublicensees of any product containing a Licensed Compound, such royalties not to exceed in the Securityholder Representative shall cause their respective counsel aggregate the amount of research funding paid by GBT to furnish each other Syros pursuant to Section 2.5. At such necessary information and reasonable assistance time as Syros has paid to GBT royalties on net sales of any such product(s) that total in the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or aggregate an amount equal to such party or its Affiliates with or from any Governmental Authority or staff members thereofresearch funds, with respect to the transactions contemplated by Syros’ obligations under this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(cSection 3.1(d)(iv) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationsshall terminate.

Antitrust Filings. (ai) The Buyer, the Securityholder Representative and the Company shall, within three (3) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination Each of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative Purchaser and the Company shall file use their respective reasonable best efforts to (A) make or cause to be made all reports filings required to be made by them or other documents required or requested by the appropriate Governmental Authority any of their respective Affiliates under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate with respect to the Transactions as soon as reasonably possible after practicable, (B) comply as soon as reasonably practicable with any request under Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the execution Federal Trade Commission (“FTC”), the Department of Justice or any other Governmental Entity in respect of such filings, and delivery of this Agreement. The Buyer shall pay all filing fees required (C) cooperate with each other in connection with any such filing (including, to the extent appropriate and permitted by Applicable Law, providing copies of all such filings to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Department of Justice or other Governmental Entity under any Antitrust Laws with respect to any such filing. Each Party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Antitrust Law in connection with the Transactions. Neither Purchaser nor the Company shall agree to any extension of a waiting period or comparable period under any Antitrust Laws or enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of the other Parties. (ii) Subject to Applicable Laws, each of the Company and Purchaser shall promptly inform the other Parties of any substantive oral communication with, and provide copies of substantive written communications from, any Governmental Entity regarding any filings made pursuant to Section 7.3(c)(i) and permit outside counsel for the other Party to review in advance any proposed substantive correspondence or communication by such Party to any such Governmental Entity regarding any filings made pursuant to Section 7.3(c)(i). Neither the Company nor Purchaser shall independently participate in any substantive meeting, conference call or other substantive communication with any Governmental Entity in respect of any such filings without giving the other Parties prior notice of the meeting and, to the extent appropriate and permitted by such Governmental Entity, the opportunity to attend and participate. Subject to Applicable Laws, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to Actions regarding antitrust and competition matters. The Company and Purchaser may, as they deem advisable and necessary, reasonably designate any competitively sensitive or proprietary business material provided to the other such Parties under this Section 7.3(c) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient (or, in the event the recipient is the Company, the outside legal counsel of Existing Equityholders) and will not be disclosed by such outside counsel to employees, officers, managers, or directors of the recipient, unless express written permission is obtained in advance from the disclosing Party. Notwithstanding anything to the contrary contained in this Section 7.3(c), materials provided pursuant to this Section 7.3(c) may be redacted to remove references concerning the valuation of the Company or as necessary to address reasonable privilege concerns. (iii) Each of Purchaser and the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Transactions under Antitrust Laws. The BuyerIn connection with and without limiting the foregoing, the Securityholder Representative and the Company agree Purchaser agrees to use reasonable best efforts to insure that take, and to cause its Affiliates to take, promptly any applicable waiting periods imposed and all steps reasonably necessary to avoid or eliminate any impediments under the any Antitrust Laws terminate that may be asserted by any federal, state, local and non-United States antitrust or expire competition authority, that would materially delay or prevent the consummation of the Transactions, including agreeing to, offering, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, (A) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any or all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of any of Purchaser or its Affiliates, or of the Company or any of its Subsidiaries; (B) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Purchaser or any of its Affiliates or of the Company or any of its Subsidiaries; (C) the modification of any course of conduct regarding future operations of any of Purchaser or any of its Affiliates, or of the Company or any of its Subsidiaries; or (D) any other restrictions on the activities of any of Purchaser or any of its Affiliates or of the Company or any of its Subsidiaries, including the freedom of action of any of Purchaser or its Affiliates or of the Company or any of its Subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement; provided, however, that nothing in this Section 7.3 shall require Purchaser or its Affiliates to take any action that (x) would have or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Acquired Entities, taken as early as practicablea whole, or (y) would materially impair the benefits that Purchaser would reasonably be expected to receive from the Transactions. Without limiting the foregoingimmediately preceding sentence, Purchaser shall oppose any request for, the Buyerentry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Entity that could restrain, prevent or delay any required consents applicable to the Securityholder Representative Transactions, including by defending through litigation any action asserted by any Person in any court or before any Governmental Entity and the Company agree to use reasonable efforts to cooperate and oppose by exhausting all avenues of appeal, including appealing properly any preliminary injunction sought adverse decision or order by any Governmental Body preventing Entity. Notwithstanding the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request foregoing, nothing in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and shall require the Company or any related of its Subsidiaries or contemplated transactionsAffiliates to enter into any agreement or consent decree with the FTC, except for documents filed pursuant to Item 4(c) the Department of Justice or any other Governmental Entity that is not conditioned on the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationsClosing.

Antitrust Filings. 2.15.1 As soon as is reasonably practicable following the date that Gilead Opts-In to a Target as contemplated under Section 2.7 (each, a “Target Selection” and such date, the “Target Selection Date”) and in any event within [***] of such Target Selection Date, each of Tango and Gilead shall prepare and submit any required (as reasonably determined by Gilead) filings, notices, applications or other submissions under Antitrust Law (“Antitrust Filings”), including any required filings under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) and the rules promulgated thereunder, with respect to such Target Selection. In connection with any such Antitrust Filings, the Parties shall furnish promptly to the United States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) and any other applicable governmental authority any additional information requested within their authority under the HSR Act or other Antitrust Laws, use reasonable efforts to obtain antitrust clearance for the transactions contemplated hereunder as soon as practicable with respect to such Target Selection, and otherwise cooperate with each other in the governmental antitrust clearance process. [***] in connection with any filings under this Section 2.15, and each Party shall bear their respective attorneys’ fees and other expenses in connection therewith. 2.15.2 Solely to the extent that a filing pursuant to the HSR Act or other Antitrust Laws is required in connection with a given Target Selection, Gilead’s rights and obligations hereunder in connection with such Target Selection (including any licenses to be granted in connection therewith) shall not become effective unless and until each of the following conditions are met: (a) The Buyerthe applicable waiting period provided by the HSR Act shall have expired or been terminated (and all other required antitrust clearances have been obtained); (b) no court or administrative challenges to such transaction are pending; and (c) no court or administrative orders are outstanding blocking the completion of the transactions (the date on which such conditions are met with respect to such Target Selection or, if Gilead determines no Antitrust Filings are required with respect to such Target Selection, the Securityholder Representative applicable Target Selection Date, the “Target Selection Effective Date”). Nothing in this Agreement shall require or be deemed to require either Party (or their Affiliates) to commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner, or to submit and respond to a formal discovery procedure initiated by the Company shallFTC or DOJ or any other governmental authority (e.g., within three (3) Business Days a “Request for Additional Information and Documentary Materials,” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the HSR Act), in each case, as a condition to obtaining antitrust clearance for any Target Selection. 2.15.3 If the Target Selection Effective Date for any Target Selection does not occur on or before [***] after the date hereofapplicable Target Selection Date (each, if required an “Initial Outside Date”), then Gilead may, in its sole discretion and only one time, provide written notice to Tango on or prior to such Initial Outside Date to extend such Initial Outside Date by the Antitrust Lawsan additional [***] (each Initial Outside Date, file with the appropriate Governmental Authority all forms and documentation required to as it may be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting periodextended, if applicable, under an “Outside Date”); provided, that Gilead may only extend the Initial Outside Date if the Antitrust Filings are made within [***] of the applicable Target Selection Date and additional time is reasonably required to respond to requests from FTC, DOJ, or any other applicable governmental authority in response to such Antitrust Laws. From Filings. 2.15.4 If the date Target Selection Effective Date for any Target Selection does not occur on or before the applicable Outside Date, then: (a) the Target that is the subject of such filing until Target Selection shall not become a Gilead Target and shall not be included in the Closing Datelicenses and rights granted to Gilead pursuant to Section 5.1 or counted toward the Gilead Target Limitation; (b) the Target that is the subject of such Target Selection shall not be deemed a Declined Target; (c) neither Party nor such Party’s Affiliates will be restricted from researching, developing, manufacturing or commercializing products Directed To the BuyerTarget that is the subject of such Target Selection, the Securityholder Representative subject to agreement on financial terms and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the compliance with Antitrust Laws, or as provided in Section 2.15.5; and (d) if the Research Term would have otherwise and expired prior to the Outside Date, then the Research Term will comply promptly with any requests by such Governmental Authority be extended for an additional information concerning [***] in order to allow Gilead to make an alternative Target Selection from among the transactions contemplated herebyReserved Targets, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreementits discretion. (b) The Buyer and the Securityholder Representative shall cause their respective counsel 2.15.5 Prior to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings initiating any additional research, development, manufacturing or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, commercialization activities with respect to the transactions contemplated applicable Target for which the Target Selection Effective Date does not occur on or before the applicable Outside Date, either Party (the “Exploiting Party”) shall give the other Party written notice that it is considering pursing such activities with respect to such Target. The Parties shall thereafter negotiate in good faith the financial consideration to be paid by the Exploiting Party to the other Party in consideration for the value provided by such other Party with respect to the applicable Target and the Parties will enter into an amendment to this Agreement or another agreement providing for such financial terms and any related or contemplated transactionsother mutually agreed terms applicable to such activities by the Exploiting Party with respect to such Target, except including any such terms necessary to comply with Antitrust Laws. In the event that the Parties are unable to reach such agreement within [***], either Party may submit such matter to baseball arbitration for documents filed pursuant to Item 4(c) of resolution in accordance with Section 15.5.2; provided, however, that such financial consideration shall not, in the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant aggregate, be more favorable to the Antitrust Laws other Party than that in each case reveal which the Company’s other Party would have been entitled to receive under this Agreement if such Target were a Gilead Target (if Gilead is the Exploiting Party) or a Tango Financial Target (if Tango is the Buyer’s negotiating objectives or strategies or purchase price expectationsExploiting Party).

Antitrust Filings. (a) The BuyerEach of Purchaser and DI SAS (including, the Securityholder Representative and if necessary, by causing actions of the Company shall, to the extent permitted by its corporate powers) shall make or cause to be made all filings and submissions required under the HSR Act within three five (35) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the applicable Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From Germany within five (5) Business Days after the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required hereof in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated Transaction (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the equivalent, if available, with respect to any such other applicable Antitrust Laws). DI SAS shall deliver, or cause the delivery of all information necessary for Purchaser to make all filings and submissions required under the applicable Antitrust Laws of Russia as promptly as possible, but in any event within ten (10) Business Days after the date hereof. In connection with the Transaction, Purchaser and DI SAS (including, if necessary and to the extent permitted by this Agreementtheir corporate powers, by causing actions of the Company to the extent permitted by its corporate powers) shall promptly as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authorities. (b) The Buyer Notwithstanding anything herein to the contrary, Purchaser and DI SAS (including, if necessary, by causing actions of the Securityholder Representative Company to the extent permitted by its corporate powers) shall cooperate in good faith with any Governmental Authorities and Purchaser shall, and shall cause each of its Affiliates to, use its reasonable best efforts to undertake promptly any and all actions (including without limitation to sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Purchaser or their respective counsel Affiliates, without limitation) required to furnish enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Authority, in each case, to complete the Transaction expeditiously and lawfully. (c) Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) each shall diligently assist and cooperate with each other such necessary information in preparing and reasonable assistance as the other may reasonably request filing any and all written communications that are to be submitted to any Governmental Authorities in connection with the Transaction and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained by Purchaser or any of its preparation of necessary filings or submissions under Affiliates in connection with the provisions of Transaction, which assistance and cooperation shall include: (i) timely furnishing to the Antitrust Laws. The Buyer and other Party all information concerning the Securityholder Representative will cause their respective other Party that counsel to supply the other Party reasonably determines is required to each be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) promptly providing the other Party with copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority relating to any Antitrust Law; provided that such copies may be redacted as necessary to address legal privilege or staff members thereofconfidentiality concerns or to comply with contractual arrangement or applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iii) keeping the other Party reasonably informed of any communication received or given in connection with any proceeding by the other Party, in each case regarding the Transaction; and (iv) permitting the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Governmental Authority, in each case regarding the Transaction. Neither Purchaser or its Affiliates, on one hand, nor DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers), on the other hand, shall initiate, or agree to participate in any meeting, telephone call or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the transactions contemplated by this Agreement and Transaction, or as to any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of filings under the HSR Act Notification or any other applicable Antitrust Laws, without giving the other Party reasonable prior notice of the meeting or discussion and, to the extent permitted by such Governmental Authority, the opportunity to attend and Report Form participate in such meeting, telephone call or discussion. Without prejudice to the other provisions of this Article 4(c), Purchaser shall, on behalf of the parties, control and lead all communications and strategy relating to obtaining all approvals, consents, waivers, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transaction; provided, however, that Purchaser shall consult in advance with DI SAS and in good faith take DI SAS’s views into account regarding the same documents overall strategic direction of any such litigation or information submitted approval process, as applicable, and consult with DI SAS prior to taking any material substantive positions or submissions or entering into any negotiations concerning such approvals, as applicable. The Purchaser shall not, without the prior written consent of DI SAS, not to be unreasonably withheld taking into account the mutual intention and agreement of the Parties as set forth herein to enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Authority, in response each case, to complete the Transaction expeditiously and lawfully, withdraw any request for additional information filing or documents pursuant submission made in accordance with this Article 4; provided, however, that following consultation with DI SAS, the Purchaser may withdraw and refile each such filing or submission on one occasion without obtaining the consent of DI SAS. (d) If, Purchaser determines to hold separate, upon the consummation of the Transaction, any business, assets or subsidiary of the Company or any subsidiary in order to comply with any applicable Antitrust Law, including by agreeing to operate and manage such businesses, assets and/or subsidiary separate from the reminder of the Purchaser, DI SAS (including, if necessary, by causing actions of the Company to the Antitrust Laws that extent permitted by its corporate powers) shall take all actions reasonably requested by the Purchaser to assist the Purchaser in each case reveal (i) the Company’s identification and segregation of such business, assets or subsidiary as of the Buyer’s negotiating objectives time Closing, and (ii) causing the board of directors (or strategies other governing body) and management of the entities conducting such businesses or purchase price expectationsholding such assets to cooperate with Purchaser in effecting any matters necessary or desirable to effect and facilitate such arrangement as of the Closing.

Antitrust Filings. (a) 5.2.1 The Buyer, the Securityholder Representative and the Company Parties shall, within three as promptly as practicable (3) Business Days but no later than [***] after the date hereofExecution Date, if required or as otherwise mutually agreed by the Antitrust LawsParties and their respective antitrust counsel), and before the expiration of any relevant legal deadline, prepare and file with the appropriate Governmental Authority all forms United States Federal Trade Commission and documentation required to be filed by them under the Antitrust Laws concerning Division of the United States Department of Justice (collectively, the “Antitrust Authorities”), the Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) required for the transactions contemplated hereby, together with all required documentary attachments thereto and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or any supplement information requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under therewith pursuant to the HSR Act (the “Antitrust LawsFilings”). The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting Notwithstanding the foregoing, the BuyerParties may, upon mutual agreement, delay the Securityholder Representative and filing of any of the Company agree to use reasonable efforts to cooperate and oppose Antitrust Filings if they reasonably believe that such delay would result in obtaining any preliminary injunction sought by any Governmental Body preventing clearance required under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby more expeditiously. The Parties shall cooperate in the antitrust clearance process, including by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective furnishing to each other’s counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary filings or submissions under the provisions HSR Act and to furnish promptly with the Antitrust Authorities any information reasonably requested by them in connection with such filings. Each Party shall be responsible for its own fees, costs, and expenses associated with any Antitrust Filings or in connection with its obligations pursuant to this Section 5.2 (Antitrust Filings). 5.2.2 The Parties shall use their commercially reasonable efforts to promptly obtain HSR Clearance and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Antitrust LawsAuthority and shall use commercially reasonable efforts to comply promptly with any such inquiry or request. The Buyer and Commercially reasonable efforts as used in this Section 5.2.2 will not include proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, (a) the Securityholder Representative will cause their respective counsel to supply to each other copies sale, divestiture, disposition, licensing or sublicensing of all correspondence, filings or written communications by or to such party any of a Party’s or its Affiliates with Affiliates’ assets, properties, or from any Governmental Authority business, (b) behavior limitations, conduct restrictions, or staff members thereof, commitments with respect to the transactions contemplated by this Agreement and such assets, properties, or business, or of any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form rights or communications regarding obligations of a Party under this Agreement, or (c) defending through litigation any claim asserted in court by any Third Party that would restrain, prevent, or delay the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationsEffective Date.

Antitrust Filings. (a) The To the extent not already satisfied prior to the Agreement Date (in the Buyer’s sole discretion), the Securityholder Representative and the Company shall, within three no later than five (35) Business Days after the date hereofAgreement Date, if Buyer and the Company will each make in timely fashion all filings and notifications required by under the HSR Act and all other filings and notifications that Buyer deems necessary or desirable in connection with the Transactions under other applicable Antitrust LawsLaws (collectively, file the “Antitrust Filings”) with the appropriate Governmental Authority all forms and documentation required Entity designated by Law to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under receive such Antitrust Lawsfilings. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer Each party shall pay all any filing fees required for which it is responsible in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this AgreementFilings. (b) The As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and the Securityholder Representative Company shall cause their respective use its commercially reasonable efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to furnish each other review in advance any proposed written communication to any Governmental Entity to the extent that such necessary information review will not result in the waiver of any applicable privilege and reasonable assistance as subject to appropriate confidentiality agreements. Buyer and the other may Company shall cooperate reasonably request with the others, in connection with its preparation of necessary filings resolving any inquiry or submissions under the provisions of investigation by any Governmental Entity relating to the Antitrust LawsFilings. The Buyer and the Securityholder Representative will cause Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law and in any event within sixty (60) calendar days of the receipt of such request. (c) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective counsel to supply to each other copies Affiliates of all correspondenceany assets or businesses, filings or written communications any interests in any assets or businesses), or any change in or restriction on the operation by Buyer or to such party or any of its Affiliates with of any assets or from businesses (including any Governmental Authority assets or staff members thereofbusinesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters. (d) In the transactions contemplated by this Agreement and event that Buyer is requested, in order to obtain the consent or successful termination or expiration of any related or contemplated transactionsreview under any Law regarding the Transactions, except for documents filed pursuant to Item 4(c) take any of the HSR Act Notification and Report Form actions set forth in Section 4.5(c) or communications regarding if such consent, successful termination or expiration has not been unconditionally obtained by December 31, 2014, Buyer shall have the same documents or information submitted in response right to any request for additional information or documents pursuant abandon its efforts to obtain approval under such Antitrust Law of the Transactions, notwithstanding this Section 4.5. If Buyer so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectations.

Antitrust Filings. (a) The After the Agreement Date, Buyer, the Securityholder Representative each Seller and the Company shallCompany, within three as applicable, will each make in timely fashion all filings and notifications required under the HSR Act and all other filings and notifications that Buyer deems necessary or desirable in connection with the Transactions under other applicable Antitrust Laws (3collectively, the “Antitrust Filings”) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required Entity designated by Law to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under receive such Antitrust Lawsfilings. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer Each party shall pay all any filing fees required for which it is responsible in connection with the Antitrust Filings, except that, Buyer shall be solely responsible for the payment of any filing required fees in connection with the filing of any Notification and Report Forms under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this AgreementHSR Act. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other such necessary information and reasonable assistance as the other may reasonably request materials in connection with its preparation of necessary filings or submissions under the provisions review of the Antitrust LawsFilings, Buyer, the Company and each Seller, as the case may be, shall use his, her or its commercially reasonable efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel (in the case of the Sellers, the Seller Representative’s counsel) to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. The Buyer Buyer, the Company and each Seller shall each cooperate reasonably with the others in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer, the Company and each Seller shall each promptly inform the others (in the case of informing the Sellers, by informing the Seller Representative) of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer, the Company and each Seller shall each give the other reasonable advance notice of, and the Securityholder opportunity to participate in (directly or through its representatives, and in the case of the Sellers only by or through the Seller Representative) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer, the Company and each Seller agrees to use his, her or its commercially reasonable efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Notwithstanding the foregoing, for purposes of this Section 5.6(b) the Seller Representative will cause shall take all actions on behalf of each Seller, and shall give and receive all notices on behalf of each Seller, except to the extent not permissible under applicable Law. (c) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective counsel to supply to each other copies Affiliates of all correspondenceany assets or businesses, filings or written communications any interests in any assets or businesses), or any change in or restriction on the operation by Buyer or to such party or any of its Affiliates with of any assets or from businesses (including any Governmental Authority assets or staff members thereofbusinesses of the Company or any of the Subsidiaries), (ii) enter into any agreement or be bound by any obligation that Buyer may deem in its sole discretion to have an adverse effect on the benefits to Buyer of the Transactions, (iii) modify any of the terms of this Agreement, or the Transactions, or (iv) initiate or participate in any legal proceeding with respect to any such matters. (d) In the transactions contemplated by this Agreement and event that Buyer is requested, in order to obtain the consent or successful termination or expiration of any related or contemplated transactionsreview under any Law regarding the Transactions, except for documents filed pursuant to Item 4(c) take any of the HSR Act Notification and Report Form actions set forth in Section 5.6(c) or communications regarding if such consent, successful termination or expiration has not been obtained within ninety (90) days following the same documents or information submitted in response date of Buyer filing its Antitrust Filing under any applicable Antitrust Law, Buyer shall have the right to any request for additional information or documents pursuant abandon its efforts to obtain approval under such Antitrust Law of the Transactions, notwithstanding this Section 5.6. If Buyer so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectations.

Antitrust Filings. (a) The Buyer, the Securityholder Representative and the Company shall, Parties shall use their respective reasonable best efforts to promptly file or cause to be filed within three (3) Business [*] Days after of the date hereof, if required all filings necessary or appropriate to be obtained under applicable Antitrust Laws in the jurisdictions as set forth on Schedule 8.1 attached hereto (collectively, the “Antitrust Filings”), shall consult and cooperate with each other in the preparation of such filings, and shall promptly inform the other Party of any material communication received by such Party from any Governmental Authority regarding the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning Filings regarding the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer Each Party shall pay all filing fees required review and discuss in advance, and consider in good faith the views of the other Party in connection with any filing required under proposed written or material oral communication with any Governmental Authority. Neither Party shall participate in any meeting with any Governmental Authority unless it first consults with the Antitrust Lawsother Party in advance, and to the extent permitted by the Governmental Authority, gives that Party the opportunity to be present thereat. The Buyer, the Securityholder Representative and the Company Neither Party shall agree to use reasonable efforts any voluntary extension of any statutory deadline or waiting period or to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing voluntary delay of the consummation of the transactions contemplated by this AgreementAgreement at the behest of any Governmental Authority without the prior written consent of the other Party. Each of the Parties shall be responsible for its own filing fees required to be paid in connection with any Antitrust Filing. (b) The Buyer and the Securityholder Representative Parties’ obligations under this Section 8.1 to use reasonable best efforts shall cause their respective counsel include, as applicable, defending any judicial or administrative action or similar proceeding instituted (or threatened to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings be instituted) by any Person under any Antitrust Law or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel seeking to supply to each other copies of all correspondencehave any stay, filings restraining order, injunction or written communications similar order entered by or to such party or its Affiliates with or from any Governmental Authority vacated, lifted, reversed or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectations.overturned. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Antitrust Filings. (a) The Buyer, the Securityholder Representative Each of Buyer and the Company shall, within three as soon as practicable, and in any event no later than ten (310) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From from the date of such filing until this Agreement, make any initial filings required under the Closing DateHSR Act, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this AgreementHSR Act. The Buyer shall pay all filing fees under the HSR Act, and neither the Company nor any Company Subsidiary shall be required to pay any fee, penalty or other payment to any Governmental Entity in connection with any filing filings under the HSR Act or such other filings as may be required under the Antitrust Lawsapplicable law. The Buyerparties hereto shall consult and cooperate with one another, and consider in good faith the Securityholder Representative views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act. Each of Buyer and the Company agree to shall use reasonable best efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire resolve such objections, if any, as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought may be asserted by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, Entity with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of under the HSR Act Notification or any other law, rule or regulation having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Buyer and Report Form the Company shall use reasonable best efforts to take such action as may be required to cause the termination or communications expiration of the notice periods under the Antitrust Laws with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. Without limiting the foregoing, each of Buyer and the Company shall take any and all of the following actions to the extent necessary or appropriate to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable Antitrust Laws or other laws regarding the same documents transactions contemplated hereby: (i) entering into negotiations; (ii) providing information required by Antitrust Law or governmental regulation adopted thereunder; (iii) providing information submitted in response informally requested by a Governmental Entity reviewing the transactions contemplated hereby under the HSR Act; and (iv) undertaking reasonable best efforts to substantially comply with any request Request for additional information or documents Additional Information and Documentary Material issued pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectationsHSR Act. The preceding obligations shall expire if this Agreement is terminated pursuant to Article 12.