Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. (i) Subject to the terms of this Section 7.5, each of the Company and Parent shall use their respective reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action is necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened issuance or enactment of any order, decree, decision, determination, or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity. (ii) In addition to the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto). (iii) Each of the Company and Parent shall, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, or decree is entered or issued or threatened to be entered or issued that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, use, subject to the last paragraph in this Section 7.5(d), their respective reasonable best efforts (including commencing or defending litigation) to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such injunction, decision, order, judgment, determination, or decree so as to permit such consummation as promptly as reasonably possible. Nothing in this Agreement shall require or be construed to require Parent or its Subsidiaries to commit to any undertaking, divestiture, license or hold separate or similar arrangement or conduct of business arrangement or to terminate or modify any relationships, rights or obligations or to do any other act to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law, to the extent such commitment, divestiture, license, hold separate, arrangement, termination, modification or action, individually or in the aggregate, would reasonably be expected to have a material adverse effect (after giving effect to the proceeds and other consideration received with respect to any required divestitures or other actions) on the combined business or financial condition of the Company and its Subsidiaries and the life science tools and performance materials businesses of Parent and its Subsidiaries, taken as a whole (an “Antitrust MAE”). Nothing in this Section 7.5 shall require the Company, Parent or their respective Subsidiaries to take or agree to take any action with respect to their business or operations unless the effectiveness of such agreement or action is conditioned upon Closing.

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.56.5, each of the Company and Parent shall Buyer (in all cases set forth below) agree to take or cause to be taken the following actions with respect to the filings and approvals required under the HSR Act and the other Antitrust Laws with respect to the transactions contemplated by this Agreement: (i) to provide any information, document or filing or any supplementary information, document or filings requested or required by any Governmental Entity with jurisdiction over enforcement of any Antitrust Law (a “Governmental Antitrust Entity”) with respect to the transactions contemplated by this Agreement as promptly as practicable; (ii) to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry or Proceedings, whether judicial or administrative, by a Governmental Antitrust Entity with respect to the transactions contemplated by this Agreement; (iii) to use their respective its reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin enjoin, prohibit or otherwise prohibit materially delay consummation of the transactions contemplated by this Agreement; and (iv) to contest, including the proffer resist, defend and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses resolve any lawsuit or other segments of Proceedings, whether judicial or administrative, challenging this Agreement or the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action is necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened issuance or enactment of any order, decree, decision, determination, or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity. (ii) In addition to the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions transaction contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such dispositionit, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto). (iii) Each of the Company and Parent shall, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or decree Law is entered or entered, issued or threatened enacted, or becomes reasonably foreseeable to be entered entered, issued or issued enacted, in any Proceedings, review or inquiry of any kind that would make consummation of the Merger Acquisition in accordance with the terms of this Agreement unlawful or that would restrain, prevent, enjoin enjoin, prohibit or otherwise prohibit materially delay consummation of the Merger Acquisition or the other transactions contemplated by this Agreement, use, subject to the last paragraph in this Section 7.5(d), their respective use its reasonable best efforts to take any and all steps (including commencing or defending litigationthe appeal thereof, the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or decree enactment so as to permit such consummation on a schedule as promptly close as reasonably possiblepossible to that contemplated by this Agreement. Nothing Notwithstanding anything in this Agreement to the contrary, the obligations of Buyer under this Section 6.5(e) with respect to required approvals under Antitrust Laws with respect to the transactions contemplated by this Agreement shall require not include Buyer committing to (whether or be construed not conditioned upon the consummation of the Closing): (A) selling, divesting, or otherwise conveying assets, categories, portions or parts of assets or businesses of Buyer and its Subsidiaries, (B) agreeing to require Parent sell, divest, or otherwise convey any asset, category, portion or part of an asset or business of the Company and its Subsidiaries, (C) permitting the Company to sell, divest, or otherwise convey any of the assets, categories, portions or parts of assets or business of the Company or any of its Subsidiaries to commit to any undertakingor (D) licensing, divestiture, license or hold holding separate or entering into similar arrangement arrangements with respect to its respective assets or the assets of the Company or conduct of business arrangement arrangements or to terminate terminating any existing relationships or modify any relationships, contractual rights or obligations as a condition to obtaining any expirations of waiting periods under the HSR Act or consents from any Governmental Antitrust Entity necessary to do consummate the transactions contemplated hereby, if such actions (in any other act to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid of the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law, to the extent such commitment, divestiture, license, hold separate, arrangement, termination, modification or actionforegoing cases), individually or in the aggregate, would or would reasonably be expected to have a (1) result in any material adverse effect limitation, restriction or prohibition on the ability of Buyer or any of its Subsidiaries effectively to acquire, hold or exercise full rights of ownership (after giving effect to the proceeds and other consideration received including with respect to any required divestitures voting) of the Company, its Subsidiaries or other actionstheir respective assets as contemplated pursuant to this Agreement, (2) on result in a material reduction in the combined business reasonably anticipated benefits (financial or otherwise) to Buyer of the transactions contemplated by this Agreement or (3) materially diminish the commercial value of, or result in an impact that is materially adverse to the assets, business, results of operation or condition (financial condition of or otherwise) of, either (x) the Company and its Subsidiaries and the life science tools and performance materials Subsidiaries, or their respective businesses of Parent taken as a whole or (y) Buyer and its Subsidiaries, or their respective businesses, taken as a whole (an any of the effects in (1) through (3), a “Antitrust MAEBurdensome Condition”). Nothing in Subject to the above provisions of Section 6.5(b)(ii) and this Section 7.5 6.5(e), Buyer shall require have the Companyauthority to direct and control the strategy of making the filings and seeking the approvals under applicable Antitrust Laws. For the avoidance of doubt, Parent or their respective Subsidiaries to take or agree to take any action in no event shall this Section 6.5 apply with respect to their business the Financing, or operations unless any filings or approvals to be made with respect thereto or in connection therewith, and the effectiveness obligations in respect of such agreement the Financing, or action is conditioned upon Closingany filings or approvals to be made with respect thereto or in connection therewith, shall be governed solely by Section 6.14.

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.56.5, each of the Company (in the case of clauses (i) and (iv) of this Section 6.5(e) set forth below) and Parent shall (in all cases set forth below) agree to take or cause to be taken the following actions: (i) to provide any information, document or filing or any supplementary information, document or filings reasonably requested or required by any Governmental Entity with jurisdiction over enforcement of applicable Antitrust Law (a “Governmental Antitrust Entity”) as promptly as practicable; (ii) to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry or proceeding, judicial or administrative, including any proceeding initiated by a Governmental Antitrust Entity or private party; (iii) to use their respective its reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement; and (iv) to contest, including the proffer resist, defend and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses resolve any lawsuit or other segments of legal proceeding, whether judicial or administrative, challenging this Agreement or the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action is necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened issuance or enactment of any order, decree, decision, determination, or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity. (ii) In addition to the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions transaction contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such dispositionit, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto). (iii) Each of the Company and Parent shall, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or decree Law is entered or entered, issued or threatened enacted, or becomes reasonably foreseeable to be entered entered, issued or issued enacted, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, use, subject to the last paragraph in this Section 7.5(d), their respective use its reasonable best efforts to take any and all steps (including commencing the appeal thereof, the posting of a bond or defending litigationthe taking of the steps contemplated by this Section 6.5(e)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or decree enactment so as to permit such consummation on a schedule as promptly close as reasonably possiblepossible to that contemplated by this Agreement. Nothing Notwithstanding anything in this Agreement to the contrary, the obligations of Parent under this Section 6.5 shall require include Parent committing to: (A) selling, divesting, or be construed otherwise conveying particular assets, categories, portions or parts of assets or businesses of Parent and its Subsidiaries; (B) agreeing to require Parent sell, divest, or otherwise convey any particular asset, category, portion or part of an asset or business of the Company and its Subsidiaries contemporaneously with or subsequent to commit the Effective Time; (C) agreeing to permit the Company to sell, divest, or otherwise convey any undertakingof the particular assets, divestiturecategories, license portions or hold parts of assets or business of the Company or any of its Subsidiaries prior to the Effective Time; and (D) licensing, holding separate or entering into similar arrangement arrangements with respect to its respective assets or the assets of the Company or conduct of business arrangement arrangements or terminating any and all joint venture, strategic partnership and other similar agreements as a condition to terminate obtaining any and all expirations of waiting periods under the HSR Act or modify consents from any relationshipsGovernmental Antitrust Entity necessary to consummate the transactions contemplated hereby, rights in each case, to the extent such action is reasonably necessary to avoid, prevent, eliminate or obligations remove the actual or to do threatened (x) commencement of any other act to obtain investigation or proceeding in any consents, licenses, permits, waivers, approvals, authorizations forum or orders required to be obtained under Antitrust Laws or to avoid the entry (y) issuance or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgmentjudgment or Law that would delay, restrain, prevent, enjoin or investigation relating to any Antitrust Law, to the extent such commitment, divestiture, license, hold separate, arrangement, termination, modification or action, individually or in the aggregate, would reasonably be expected to have a material adverse effect (after giving effect to the proceeds and other consideration received with respect to any required divestitures or other actions) on the combined business or financial condition otherwise prohibit consummation of the Company and its Subsidiaries Merger and the life science tools and performance materials businesses of Parent and its Subsidiaries, taken as a whole (an “other transactions contemplated hereby by any Governmental Antitrust MAE”)Entity. Nothing All efforts described in this Section 7.5 6.5(e) shall require the Company, Parent or their respective Subsidiaries not be qualified by reasonable best efforts and no actions taken pursuant to take or agree to take any action with respect to their business or operations unless the effectiveness clauses (A)-(D) of such agreement or action is conditioned upon Closingthis paragraph shall be considered for purposes of determining whether a Company Material Adverse Effect has occurred.

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.56.3(d), each of the Company (in the case of clauses (i) and (iii) of this Section 6.3(d) set forth below) and Parent shall (in all cases set forth below) agree to take or cause to be taken the following actions: (i) to provide as promptly as practicable, to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law of non-privileged information and documents requested by any such Governmental Entity or that are necessary, proper or advisable to permit consummation of the Offer, the Merger, or any of the other transactions contemplated by this Agreement; (ii) to use their respective its reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, including using its reasonable best efforts to defend through litigation on the proffer and agreement by Parent merits of its willingness to sell or otherwise dispose ofany claim asserted in any court, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses agency or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements withproceeding by any Person, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action is necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened issuance or enactment of any order, decree, decision, determination, or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by including any Governmental Entity. (ii) In addition , seeking to the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto).transactions; and (iii) Each of the Company and Parent shall, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or decree Law is entered or entered, issued or threatened enacted, or becomes reasonably foreseeable to be entered entered, issued or issued enacted in or as a consequence of any proceeding, review or inquiry of any kind that would make consummation of the Offer and the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, use, subject to the last paragraph in this Section 7.5(d), their respective use its reasonable best efforts to take any and all steps (including commencing including, the appeal thereof, or, with respect to Parent and Merger Sub, the posting of a bond or defending litigationthe taking of the steps contemplated by Section 6.3(d)(ii) above) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or decree enactment so as to permit such consummation on a schedule as promptly close as possible to that contemplated by this Agreement. Parent acknowledges that its reasonable best efforts under this Section 6.3(d) include an obligation that Parent proffer and agree to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, licenses, categories of assets or businesses or other operations, or interests therein (collectively, “assets or businesses”), of the Company or Parent or either’s respective Subsidiaries, and/or enter into agreements with, or submit to orders of, the relevant Governmental Entity giving effect thereto (including with respect to selling, licensing, holding separate or otherwise disposing of or encumbering any assets or businesses or conducting its, the Company’s or their respective Subsidiaries’ businesses in any specific manner) to avoid, prevent, eliminate or remove any impediment to the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement by any Governmental Entity under any Antitrust Law and so as to enable the Closing to occur as soon as reasonably possible. Nothing , and in this Agreement shall require any event, not later than the Termination Date, including taking any action that would be reasonably necessary to avoid, prevent, eliminate or be construed to require Parent remove the actual or its Subsidiaries to commit to threatened (A) commencement of any undertaking, divestiture, license proceeding in any forum or hold separate or similar arrangement or conduct of business arrangement or to terminate or modify any relationships, rights or obligations or to do any other act to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry (B) issuance or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgmentjudgment or Law that would delay, restrain, prevent, enjoin or investigation relating otherwise prohibit consummation of the Offer, the Merger or the other transactions contemplated by this Agreement by any Governmental Entity (it being understood that, as it relates to any Antitrust Law, to the extent such commitment, divestiture, license, hold separate, arrangement, termination, modification or action, individually or in the aggregate, would reasonably be expected to have a material adverse effect (after giving effect to the proceeds and other consideration received with respect to any required divestitures or other actions) on the combined business or financial condition of the Company and its Subsidiaries and the life science tools and performance materials businesses of Parent and its Subsidiaries, taken as no such action will be binding on the Company or its Subsidiaries unless it is contingent upon the occurrence of the Closing) (any action referred to in this sentence a whole (an “Antitrust MAERequired Action”). Nothing ; provided that in this Section 7.5 no event shall require the CompanyParent be required to take, Parent or their respective Subsidiaries be required to offer to take or agree to take or proffer, on behalf of itself, the Company and/or any action of their respective Subsidiaries, any Required Action with respect to their business any assets or operations unless businesses if the effectiveness revenues from such assets or businesses for the twelve (12) months ended November 30, 2013, when combined with the assets or businesses that are the subject of any other Required Action or other Required Actions, exceeded the amount set forth on Section 6.3(d) of the Company Disclosure Letter. Neither the Company nor any of its Affiliates or Representatives shall make any offer, counter-offer, or otherwise engage in negotiations with any Governmental Entity with respect to any proposed settlement, consent decree, consent order, commitment or remedy, without the express written approval of Parent (such agreement approval not to be unreasonably conditioned, delayed or action is conditioned upon Closingwithheld).

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.56.5, each of the Company (in the case of Subsections 6.5(d)(i) and (iii) set forth below) and Parent shall (in all cases set forth below) agrees to take or cause to be taken the following actions: (i) the prompt provision to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) of non-privileged information and documents requested by any such Governmental Antitrust Entity or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; (ii) the prompt use their respective of its reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries or Affiliates (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action is should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any investigation or proceeding in any forum or (y) issuance or enactment of any order, decree, decision, determination, judgment or judgment Law that would materially delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity. (ii) In addition ; provided, that, with respect to any Antitrust Law other than the foregoingHSR Act, Parent shall not be required to take all any such other lawful actions necessary as promptly as that would reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required be expected to be obtained under Antitrust Laws or material relative to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto).aggregate Per Share Merger Consideration payable hereunder; and (iii) Each the prompt use of the Company and Parent shallits reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or decree Law is entered or entered, issued or threatened enacted, or becomes reasonably foreseeable to be entered entered, issued or issued enacted, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would materially delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, useany and all steps (including the appeal thereof, subject to the last paragraph in posting of a bond or the taking of the steps contemplated by clause (ii) of this Section 7.5(d6.5(d), their respective reasonable best efforts (including commencing or defending litigation) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or decree enactment so as to permit such consummation on a schedule as promptly close as reasonably possible. Nothing in possible to that contemplated by this Agreement shall require or be construed to require Parent or its Subsidiaries to commit to any undertakingAgreement; provided, divestiturethat, license or hold separate or similar arrangement or conduct of business arrangement or to terminate or modify any relationships, rights or obligations or to do any other act to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating with respect to any Antitrust LawLaw other than the HSR Act, Parent shall not be required to the extent take any such commitment, divestiture, license, hold separate, arrangement, termination, modification or action, individually or in the aggregate, actions that would reasonably be expected to have a be material adverse effect (after giving effect relative to the proceeds and other consideration received with respect to any required divestitures or other actions) on the combined business or financial condition of the Company and its Subsidiaries and the life science tools and performance materials businesses of Parent and its Subsidiaries, taken as a whole (an “Antitrust MAE”). Nothing in this Section 7.5 shall require the Company, Parent or their respective Subsidiaries to take or agree to take any action with respect to their business or operations unless the effectiveness of such agreement or action is conditioned upon Closingaggregate Per Share Merger Consideration payable hereunder.

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings and limitations on undertakings pursuant to this Section 7.56.5 (including, for the avoidance of doubt, the “provided that” limitations on required actions contained in Subsection 6.5(a)), each of the Company (in the case of Subsections 6.5(d)(i) and (iii) set forth below) and Parent shall (in all cases set forth below) agrees to take or cause to be taken the following actions: (i) the prompt provision to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) of non-privileged information and documents that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; (ii) the prompt use their respective of its reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action is should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any investigation or proceeding in any forum or (y) issuance or enactment of any order, decree, decision, determination, judgment or judgment Law that would materially delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity. (ii) In addition to the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto).; and (iii) Each the prompt use of the Company and Parent shallits reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or decree Law is entered or entered, issued or threatened enacted, or becomes reasonably foreseeable to be entered entered, issued or issued enacted, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would materially delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, use, subject to the last paragraph in this Section 7.5(d), their respective reasonable best efforts any and all steps (including commencing or defending litigationthe appeal thereof) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or decree enactment so as to permit such consummation on a schedule as promptly close as reasonably possible. Nothing in possible to that contemplated by this Agreement shall require or be construed to require Parent or its Subsidiaries to commit to any undertaking, divestiture, license or hold separate or similar arrangement or conduct of business arrangement or to terminate or modify any relationships, rights or obligations or to do any other act to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law, to the extent such commitment, divestiture, license, hold separate, arrangement, termination, modification or action, individually or in the aggregate, would reasonably be expected to have a material adverse effect (after giving effect to the proceeds and other consideration received with respect to any required divestitures or other actions) on the combined business or financial condition of the Company and its Subsidiaries and the life science tools and performance materials businesses of Parent and its Subsidiaries, taken as a whole (an “Antitrust MAE”). Nothing in this Section 7.5 shall require the Company, Parent or their respective Subsidiaries to take or agree to take any action with respect to their business or operations unless the effectiveness of such agreement or action is conditioned upon ClosingAgreement.

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.54.5, each of the Company (in the case of clauses (A) and (C)) and Parent shall (in the case of clauses (A), (B) and (C)) agree to take or cause to be taken the following actions: (A) to provide promptly to each and every Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) such non-privileged information and documents as requested by any such Governmental Antitrust Entity or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; (B) to use their respective its reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action is necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened issuance or enactment of any order, decree, decision, determination, or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity.; and (iiC) In addition to the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto). (iii) Each of the Company and Parent shall, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or decree Law is entered or entered, issued or threatened enacted, or becomes reasonably foreseeable to be entered entered, issued or issued enacted, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, use, subject to the last paragraph in this Section 7.5(d), their respective use its reasonable best efforts to take any and all steps (including commencing the appeal thereof, the posting of a bond or defending litigationthe taking of the steps contemplated by clause (B)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or decree enactment so as to permit such consummation on a schedule as promptly close as reasonably possible. Nothing possible to that contemplated by this Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, the obligations of Parent under this Section 4.5 shall require include Parent committing to: (A) selling, divesting or be construed to require otherwise conveying particular assets, categories, portions or parts of assets of businesses of Parent or any Sagard Entity or any Person Controlled by either Parent or any Sagard Entity; (B) agreeing to sell, divest or otherwise convey any particular asset, category, portion or part of an asset or business of the Company or any of its Subsidiaries contemporaneously with or subsequent to commit the Effective Time; (C) permitting the Company to sell, divest or otherwise convey any undertakingof the particular assets, divestiturecategories, license portions or hold parts of assets or businesses of the Company or any of its Subsidiaries prior to the Effective Time; and (D) licensing, holding separate or entering into similar arrangement arrangements with respect to its respective assets or the assets of the Company or conduct of business arrangement arrangements or terminating any and all existing relationships and contractual rights and obligations as a condition to terminate obtaining any and all expirations of waiting periods under the HSR Act or modify consents from any relationships, rights or obligations or to do any other act to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Governmental Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust LawEntity necessary, to consummate the extent such commitment, divestiture, license, hold separate, arrangement, termination, modification or action, individually or in the aggregate, would reasonably be expected to have a material adverse effect (after giving effect to the proceeds and other consideration received with respect to any required divestitures or other actions) on the combined business or financial condition of the Company and its Subsidiaries and the life science tools and performance materials businesses of Parent and its Subsidiaries, taken as a whole (an “Antitrust MAE”)transactions contemplated hereby. Nothing All efforts described in this Section 7.5 4.5(d)(ii) shall require the Company, Parent or their respective Subsidiaries be unconditional and shall not be qualified by reasonable best efforts and no actions taken pursuant to take or agree to take any action with respect to their business or operations unless the effectiveness this Section 4.5(d)(ii) shall be considered for purposes of such agreement or action is conditioned upon Closingdetermining whether a Company Material Adverse Effect has occurred.

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.56.5, each of the Company (in the case of clauses (i) and (iii) of this Section 6.5(e) set forth below) and Parent shall (in all cases set forth below) agree to take or cause to be taken the following actions: (i) the prompt provision to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition Laws (“Government Antitrust Entity”) of non-privileged information and documents requested by any Government Antitrust Entity or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; (ii) the prompt use their respective of its reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, determination or investigation relating to any Antitrust Law judgment that would delay, restrain, prevent, enjoin or otherwise prohibit or materially delay consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company (after the Effective Time) or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Government Antitrust Entity giving effect thereto) if such action is should be reasonably necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any proceeding in any forum or (y) issuance or enactment of any order, decree, decision, determination, determination or judgment that would restrain, prevent, enjoin or otherwise prohibit or materially delay consummation of the Merger by any Governmental Government Antitrust Entity. (ii) In addition to the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto).; and (iii) Each the prompt use of the Company and Parent shallits reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, determination or decree is entered or issued issued, or threatened becomes reasonably foreseeable to be entered or issued issued, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would materially delay or restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, useany and all steps (including the appeal thereof, subject to the last paragraph in posting of a bond or the taking of the steps contemplated by clause (ii) of this Section 7.5(d6.5(e), their respective reasonable best efforts (including commencing or defending litigation) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, determination or decree so as to permit such consummation on a schedule as promptly close as reasonably possible. Nothing in possible to that contemplated by this Agreement shall require or be construed to require Parent or its Subsidiaries to commit to any undertaking, divestiture, license or hold separate or similar arrangement or conduct of business arrangement or to terminate or modify any relationships, rights or obligations or to do any other act to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law, to the extent such commitment, divestiture, license, hold separate, arrangement, termination, modification or action, individually or in the aggregate, would reasonably be expected to have a material adverse effect (after giving effect to the proceeds and other consideration received with respect to any required divestitures or other actions) on the combined business or financial condition of the Company and its Subsidiaries and the life science tools and performance materials businesses of Parent and its Subsidiaries, taken as a whole (an “Antitrust MAE”). Nothing in this Section 7.5 shall require the Company, Parent or their respective Subsidiaries to take or agree to take any action with respect to their business or operations unless the effectiveness of such agreement or action is conditioned upon ClosingAgreement.

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.55.2, each of Seller and Buyer agree to take or cause to be taken the Company following actions: (i) the prompt provision to each and Parent shall every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition Laws (“Government Antitrust Entity”) of non-privileged information and documents requested by any Government Antitrust Entity or that are necessary, proper or advisable to permit consummation of the Transactions; (ii) the prompt use their respective of its reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this AgreementTransactions, including the proffer and agreement by Parent defense through litigation on the merits of its willingness to sell or otherwise dispose ofany claim asserted in any court, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses agency or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements withproceeding by any Person, and submission including any Governmental Entity, seeking to orders ofdelay, the relevant Governmental Entity giving effect thereto) if such action is necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened issuance or enactment of any order, decree, decision, determination, or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity.Transactions; and (iiiii) In addition the prompt use of its reasonable best efforts to take, in the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of event that any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgmentOrder is entered or issued, or investigation relating becomes reasonably foreseeable to be entered or issued, in any Antitrust Law proceeding or inquiry of any kind that would make consummation of the Transactions in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions Transactions, any and all reasonable steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect theretoSection 5.2(b)(ii). (iii) Each of the Company and Parent shall, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, or decree is entered or issued or threatened to be entered or issued that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, use, subject to the last paragraph in this Section 7.5(d), their respective reasonable best efforts (including commencing or defending litigation) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such injunctionactual, decision, order, judgment, determination, anticipated or decree threatened Order so as to permit such consummation on a schedule as promptly close as reasonably possible. Nothing in possible to that contemplated by this Agreement shall require or be construed to require Parent or its Subsidiaries to commit to any undertaking, divestiture, license or hold separate or similar arrangement or conduct of business arrangement or to terminate or modify any relationships, rights or obligations or to do any other act to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law, to the extent such commitment, divestiture, license, hold separate, arrangement, termination, modification or action, individually or in the aggregate, would reasonably be expected to have a material adverse effect (after giving effect to the proceeds and other consideration received with respect to any required divestitures or other actions) on the combined business or financial condition of the Company and its Subsidiaries and the life science tools and performance materials businesses of Parent and its Subsidiaries, taken as a whole (an “Antitrust MAE”). Nothing in this Section 7.5 shall require the Company, Parent or their respective Subsidiaries to take or agree to take any action with respect to their business or operations unless the effectiveness of such agreement or action is conditioned upon ClosingAgreement.

Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.56.5, each of the Company (in the case of clauses (i) and (iv) of this Section 6.5(e) set forth below) and Parent shall (in all cases set forth below) agree to take or cause to be taken the following actions: (i) to provide any information, document or filing or any supplementary information, document or filings reasonably requested or required by any Governmental Entity with jurisdiction over enforcement of applicable Antitrust Law (a “Governmental Antitrust Entity”) as promptly as practicable; (ii) to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry or proceeding, judicial or administrative, including any proceeding initiated by a Governmental Antitrust Entity or private party; (iii) to use their respective its reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement; and (iv) to contest, including the proffer resist, defend and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses resolve any lawsuit or other segments of legal proceeding, whether judicial or administrative, challenging this Agreement or the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action is necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened issuance or enactment of any order, decree, decision, determination, or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity. (ii) In addition to the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions transaction contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such dispositionit, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto). (iii) Each of the Company and Parent shall, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or decree Law is entered or entered, issued or threatened enacted, or becomes reasonably foreseeable to be entered entered, issued or issued enacted, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, use, subject to the last paragraph in this Section 7.5(d), their respective use its reasonable best efforts to take any and all steps (including commencing or defending litigationthe appeal thereof, the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or decree enactment so as to permit such consummation on a schedule as promptly close as reasonably possiblepossible to that contemplated by this Agreement. Nothing Notwithstanding anything in this Agreement to the contrary, the obligations of Parent under this Section 6.5 shall require or be construed to require include Parent or its Subsidiaries to commit to any undertakingcommitting to: (A) selling, divestiture, license or hold separate or similar arrangement or conduct of business arrangement or to terminate or modify any relationships, rights or obligations or to do any other act to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgmentdivesting, or investigation relating otherwise conveying particular assets, categories, portions or parts of assets or businesses of Parent and its Affiliates; (B) agreeing to sell, divest, or otherwise convey any Antitrust Lawparticular asset, to the extent such commitmentcategory, divestiture, license, hold separate, arrangement, termination, modification portion or action, individually part of an asset or in the aggregate, would reasonably be expected to have a material adverse effect (after giving effect to the proceeds and other consideration received with respect to any required divestitures or other actions) on the combined business or financial condition of the Company and its Subsidiaries contemporaneously with or subsequent to the Effective Time; (C) permitting the Company to sell, divest, or otherwise convey any of the particular assets, categories, portions or parts of assets or business of the Company or any of its Subsidiaries prior to the Effective Time; and (D) licensing, holding separate or entering into similar arrangements with respect to its respective assets or the life science tools assets of the Company or conduct of business arrangements or terminating any and performance materials businesses of Parent all existing relationships and its Subsidiaries, taken contractual rights and obligations as a whole (an “condition to obtaining any and all expirations of waiting periods under the HSR Act or consents from any Governmental Antitrust MAE”)Entity necessary, to consummate the transactions contemplated hereby. Nothing All efforts described in this Section 7.5 6.5(e) shall require the Company, Parent or their respective Subsidiaries be unconditional and shall not be qualified by reasonable best efforts and no actions taken pursuant to take or agree to take any action with respect to their business or operations unless the effectiveness clauses (A)-(D) of such agreement or action is conditioned upon Closingthis paragraph shall be considered for purposes of determining whether a Company Material Adverse Effect has occurred.