Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Purchaser, and Merger Sub shall: (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and, if applicable, the Offer; (b) cooperate and consult with one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer and/or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use all reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary actions or nonactions, clearances, waivers, consents and approvals, including the Company Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending all lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) executing and delivering all additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions herein providedprovided and without limiting the foregoing, the Company, Purchaser, Company and Merger Sub shall: Parent shall (ai) promptly (but in no event later than fifteen (15) days after the date hereof) make their respective filings under the HSR Act, (ii) on a timely basis make their respective filings or notifications under the ECMR and thereafter make any other required submissions applicable foreign statute, rule, regulation, order, decree, administrative and judicial doctrine or other Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition (collectively with the ECMR the “Foreign Competition Laws”), (iii) respond as promptly as practicable to any additional requests for information received from any Governmental Entity by any party under the HSR Act or any Foreign Competition Law, (iv) use all commercially reasonable efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third parties or other Governmental Entities (including, without limitation, with respect to the Merger and, if applicable, foreign jurisdictions in which the Offer; (bCompany’s Subsidiaries are operating any business and/or failure to file could result in administrative or criminal actions) cooperate and consult with one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings required or appropriate filings and timely seeking all such Consents (it being understood that the parties will make required or seek to obtain all Other Antitrust Filings and Consentsappropriate consents, whether mandatory permits, clearances, authorizations or voluntary); approvals, and (cv) use their all reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction, or any other person, may assert under a Regulatory Law (as defined in Section 5.9(f)) with respect to the transactions contemplated hereby subject to Section 5.9(f). In furtherance of the foregoing, the parties shall cooperate and use reasonable best efforts to determine and agree upon, as soon as practicable after the date hereof, a list of those Governmental Entities in foreign jurisdictions to which it may be necessary or appropriate, pursuant to Foreign Competition Laws, to submit any filings, notifications or registrations or to take any other actions in connection with the transactions contemplated hereby; provided that the foregoing shall not affect or otherwise modify the condition to consummation of the transactions contemplated hereby set forth in Section 6.1(f) of this Agreement. (c) Each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Entity. In that regard, each party shall without limitation: (i) have the right, subject to applicable Laws relating to the exchange of information, to review in advance, and to the extent reasonably practicable consult the other on, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; (ii) promptly notify the other of, and if in writing, furnish the other with copies of, any communications from or with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (iii) permit the other party or its counsel to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (iv) not participate in any meeting or oral communication with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat, (v) not consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably conditioned, withheld or delayed, (vi) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement and the Merger, and (vii) furnish the other party with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of Purchaser the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.9 as “outside counsel only.” Such material and the information contained therein shall be treated in accordance with the Joint Defense, Common Interest and Confidentiality Agreement between Parent and the Company, dated May 9, 2008 and will not be disclosed to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.9, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined in Section 5.9(f) below), each of the Company and Parent shall cooperate in all respects with each other and use its all reasonable best efforts to contest and resist any such action or proceeding seeking a preliminary and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal impediment toorder, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.9 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(c) or 7.1(d) so long as such party has, prior to such termination, complied with its obligations under this Section 5.9. (e) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of the Company and Parent shall use all reasonable best efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated hereby. (f) Without limiting this Section 5.9, Parent and the Company agree to take any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event, no later than the Outside Date (as defined in Section 7.1(b)(i))), including, without limitation, proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the Offer and/or sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Merger under Company (or its Subsidiaries) or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the HSR Act businesses, product lines or Foreign Antitrust Lawsassets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) in each case, as may be required in order to obtain any clearances or approvals required to consummate the Merger, or avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided provided, however, that the foregoing Parent and its Subsidiaries shall not require Purchaser to take any action that could directly be required or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquirepermitted to, operate or hold, or require Purchaser, Merger Sub or nor shall the Company or any of their respective affiliates its Subsidiaries without the prior written consent of Parent, sell, divest or Subsidiaries to otherwise dispose of or of, hold separate, enter into any portion of their respective license or similar agreement with respect to, restrict the ownership or operation of, or agree to sell, divest or otherwise dispose of, hold separate, enter into any license or similar agreement with respect to, restrict the ownership or operation of, (A) any assets or business that (I) is either material to businesses of the business Company or any of Purchaser and its Subsidiaries or material (B) any assets or businesses of Parent or any of its Subsidiaries, in either case, to the business extent that the sale, divestiture or other disposition of such assets would be materially adverse to the business, financial condition or the expected benefits of the Merger to the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictionstaken as a whole, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company Parent and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have taken as a Material Adverse Effect, includingwhole, without limitation, requiring the prior written consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company (which may be withheld in the Company’s sole and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effectabsolute discretion). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose For purposes of this Agreement, “Regulatory Law” means the proper officers ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, all Foreign Competition Laws, and directors all other federal, state or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of Purchaser and monopolization or restraint of trade or lessening competition, whether in the Surviving Corporation shall take all such necessary actioncommunications industry or otherwise, through merger or acquisition.

Filings; Other Action. Subject to the terms and conditions herein provided, the Companyas promptly as practicable, Purchaser, Sellers and Merger Sub shall: Purchaser shall (a) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act with respect to the Merger andAct, if applicable, the Offer; (b) use all commercially reasonable efforts to cooperate and consult with one another each other in (i) determining which Regulatory Filings filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time Closing Date with, and which material consents, approvals, Permitspermits, or authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities Closing Date from, governmental or other third parties regulatory authorities of the United States and the several states or the District of Columbia, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents (it being understood that the parties will make consents, approvals, permits, or seek to obtain all Other Antitrust Filings and Consentsauthorizations, whether mandatory or voluntary); and (c) use their using all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper reasonably necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement, as soon as practicable. Each of Purchaser and In connection with the foregoing, the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment towill promptly provide the Purchaser, and to resolve any objections as may be asserted by any Governmental Entity Purchaser will promptly provide the Company, with respect tocopies of all correspondence, filings, or communications (or memoranda setting forth the Offer and/or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (xsubstance thereof) impose limitations on the ability of Purchaser or Merger Sub (between such party or any of their affiliates its representatives, on the one hand, and any governmental agency or Subsidiaries) effectively to acquire, operate authority or hold, or require Purchaser, Merger Sub or the Company or any members of their respective affiliates staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. The parties acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances consents, approvals, waivers, or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business similar third party actions that (I) is either are material to the business of Purchaser and its Subsidiaries or material to the business consummation of the Company transactions contemplated hereby, and its Subsidiarieseach party agrees to take all commercially reasonable actions as are necessary, in each caseto complete such notifications and obtain such clearances, conducted in (A) any Category 1 Key Jurisdictionapprovals, (B) any two or more Category 2 Key Jurisdictionswaivers, or (C) any three or more Category 2 and Category 3 Key Jurisdictionsthird party actions, except where such consequence, event, or (II) is reasonably likely to occurrence would have a Purchaser Material Adverse Effect or a Seller Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, as the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actioncase may be.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Purchaser, Company and Merger Sub Buyer shall: (a) promptly make their respective filings Regulatory Filings and thereafter make any other required submissions under under, the HSR Act and applicable foreign antitrust laws and regulations with respect to the Merger and, if applicable, Offer and the OfferMerger; (b) use all reasonable efforts to cooperate and consult with one another in (i) determining which Regulatory Filings filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, permits or authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from from, Governmental Entities or other third parties Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iiiii) timely making all such Regulatory Filings filings and timely seeking all such Consents consents, approvals, permits or authorizations; (it being understood that c) promptly inform the parties will make other party of any communication with, and any proposed understanding, undertaking or seek agreement with, any Governmental Authority regarding such filing, consent, approvals, permits or authorizations and not independently participate in any meeting with any Governmental Authority in respect thereof without giving the other party prior notice of the such meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate; (d) use commercially reasonable efforts to obtain all Other Antitrust Filings and Consentsconsents under or with respect to, whether mandatory any Permit, contract, lease, agreement, purchase order, sales order or voluntary)other instrument, where the consummation of the transactions contemplated hereby would be prohibited or constitute an event of default, or grounds for acceleration or termination, in the absence of such consent; and (ce) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things commercially reasonable actions as are reasonably necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer and/or the Merger under the HSR Act or Foreign Antitrust Laws; provided that notwithstanding any provisions in this Agreement to the foregoing contrary, Buyer shall not require Purchaser be required to take (i) litigate against any action that could directly Governmental Authority or indirectly (xii) impose limitations on the ability of Purchaser agree to hold separate or Merger Sub (or to divest any of their affiliates the material businesses, product lines or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub assets of Buyer or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Purchaser, Purchaser and Merger Sub shall: (a) as promptly as practicable but in no event later than ten business days after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger Offer and, if applicable, the OfferMerger, and request early termination of the waiting period under the HSR Act; (b) cooperate and consult with one another in in, (i) determining which Regulatory Filings are required or, in the case of Other Antitrust FilingsFilings and Consents, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") Consents are required or, in the case of Other Antitrust Filings and Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and determining which Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents are required to transfer to the Company Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party parties drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely promptly making all such Regulatory Filings and timely promptly seeking all such Consents Consents; (it being understood that the parties will make iv) defending against any lawsuit or seek to obtain all Other Antitrust Filings and Consentsproceeding, whether mandatory judicial or voluntary)administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this AgreementAgreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer and/or or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to (a) Each of the terms Company Parties and conditions herein provided, the Company, Purchaser, and Merger Sub Parent Parties shall: (ai) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the Exchange Act and other applicable Law with respect to the Mergers; (ii) use commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactions, including if necessary the divestiture, hold separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies; provided, however, that (A) without the prior written consent of Parent, in no event shall any Company Party or any of their Affiliates (x) take any action referenced in clause (iii) above relating to the divestiture, holding separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions and (B) in no event shall any of the Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall require the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or Affiliates. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to minimize any adverse effect upon the Company and Parent and their respective filings Affiliates and thereafter make business resulting, or which would reasonably be expected to result, after the Partnership Merger Effective Time, from the failure to obtain such consent. (b) Without limiting the generality of anything contained in Section 5.5(a), subject to applicable Law, each party shall: (i) give the other parties prompt written notice of the making or commencement of any other required submissions under the HSR Act request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Merger and, if applicable, the Offer; (b) cooperate and consult with one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agentsother Transactions; (ii) preparing all Regulatory Filings and all keep the other filings, submissions and presentations required or prudent to obtain all Consents, including by providing parties informed as to the other party drafts status of any such material reasonably in advance of the anticipated filing request, inquiry, investigation, action or submission datesLegal Proceeding; and (iii) timely making all promptly inform the other parties of (and provide copies of) any communication to or from any Governmental Entity and keep the other parties reasonably informed regarding any substantive communications to or from a third party, in each case regarding the Mergers or other Transactions. Each party hereto will have the right to review in advance, and each party will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with the Transactions. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such Regulatory Filings request, inquiry, investigation, action or Legal Proceeding, each party will permit authorized Representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and timely seeking all to have access to and be consulted in connection with any document, opinion or proposal made or submitted in writing to any Governmental Entity in connection with such Consents (it being understood that the parties will make request, inquiry, investigation, action or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and Legal Proceeding. (c) In the event that any Legal Proceeding is commenced challenging the Mergers or any of the other Transactions and such Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of the Mergers or the other Transactions, the Parent Parties and the Company Parties shall use their reasonable best efforts to take, or cause to be taken, all other action resolve any such Legal Proceeding and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective each of the transactions contemplated by this Agreement. Each of Purchaser Parent Parties and the Company Parties shall cooperate with each other and use its their respective reasonable best efforts to contest any proceeding seeking a preliminary such Legal Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal impediment toOrder, whether temporary, preliminary or permanent, that is in effect and to resolve any objections as may be asserted by any Governmental Entity with respect tothat prohibits, prevents or restricts consummation of the Offer and/or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub Mergers or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionother Transactions.

Filings; Other Action. Subject to the terms and conditions herein provided, (a) Each of the Company, Purchaser, Parent and Merger Acquisition Sub shall: (ai) promptly (and (in the case of filings required pursuant to the HSR Act) in no event later than the date that is five (5) Business Days after the date hereof) use reasonable best efforts to make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it or otherwise advisable pursuant to the HSR Act, other applicable Antitrust Laws, the Exchange Act and other applicable Laws with respect to the Merger and, if applicable, Offer and the OfferMerger; (bii) cooperate use commercially reasonable efforts to obtain all consents and consult with one another in (i) determining which Regulatory Filings are approvals required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties Third Parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission datesthis Agreement; and (iii) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; provided, however, that in no event shall the Company be required to consummate and make effective pay, prior to the Effective Time, any fee, penalty or other consideration to any Person for any consent or approval required for the consummation of any of the transactions contemplated by this Agreement. Each Without limiting the generality of Purchaser the foregoing, each of Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Company Offer, the Merger or any of the other transactions contemplated by this Agreement and (B) shall use its reasonable best efforts to contest promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain and secure the expiration or termination of any proceeding seeking a preliminary injunction applicable waiting periods under the HSR Act or other legal impediment applicable Antitrust Laws and obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. If any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any applicable Antitrust Law, the obligations of Parent and Acquisition Sub shall include: (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license, hold separate or other disposition, contemporaneously with or subsequent to the Effective Time, of any asset or business of the Parent or its Subsidiaries or Company or its Subsidiaries; (ii) permitting the Company and its Subsidiaries to sell, divest, license, hold separate or otherwise dispose any of its or their assets or businesses prior to the Effective Time; (iii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent, Acquisition Sub or Company or their respective Subsidiaries; and (iv) any other behavioral undertakings and commitments whatsoever including but not limited to creating or consenting to create any relationships, ventures, contractual rights, obligations, or other arrangements of Parent, Acquisition Sub or Company or their respective Subsidiaries and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Entity in connection with any of the foregoing and in the case 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 in any such case of clauses (i)-(iv), so as to obtain the termination or expiration of any applicable waiting period under any Law, to obtain any required consent or other approval from any Governmental Entity under any Law, or to prevent the entry of, or have vacated, lifted, reversed or otherwise overturned, any applicable injunction, judgment or other Order issued under any Law; provided, however, that notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.3(a) or anything else in this Agreement shall require Parent or Acquisition Sub or any of their Affiliates to take any of the actions described in the preceding clauses (i)-(iv) if such action would, or would reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Acquired Companies, taken as a whole; and provided further, that in no event shall Company proffer, take or agree to resolve take any objections of the actions described in the preceding clauses (i)-(iv) without the prior written consent of Parent; provided, further, that, notwithstanding anything to the contrary herein, in connection with the receipt of any necessary governmental approvals or clearances (including under any Antitrust Law), nothing in this Agreement shall require Parent or any of its Affiliates to sell, divest, license, hold separate or otherwise dispose any of its or their assets or businesses, or enter into any license or similar agreement with respect to, or agree to restrict the ownership or operation of, or agree to conduct or operate in a specified manner, any portion of the business or assets of Parent or any of its Affiliates (excluding the Company and its Subsidiaries after the Closing), if such action would have more than a minimal adverse effect on Parent and its Affiliates, taken as may be asserted a whole. (b) Without limiting the generality of anything contained in Section 6.3(a), subject to applicable Laws, each Party shall: (i) give the other Parties prompt written notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to, to the Offer and/or or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates the other transactions contemplated by this Agreement; (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or SubsidiariesLegal Proceeding; and (iii) effectively promptly inform the other Parties of any communication to acquireor from the U.S. Federal Trade Commission, operate the U.S. Department of Justice or hold, or require Purchaser, Merger Sub any other Governmental Entity regarding the Offer or the Company Merger. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) Subject to Sections 3.8, 6.1 and 6.11 and the provisos of Section 6.3(a), in the event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Offer or the Merger or any of their respective affiliates the other transactions contemplated by this Agreement and such litigation, action or Subsidiaries Legal Proceeding seeks, or would reasonably be expected to dispose of or hold separateseek, any portion of their respective assets or business that (I) is either material to prevent the business of Purchaser and its Subsidiaries or material to the business consummation of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two Offer or more Category 2 Key Jurisdictions, the Merger or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity the other transactions contemplated by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers Parent and directors of Purchaser and the Surviving Corporation Acquisition Sub shall take any and all action to resolve any such necessary actionlitigation, action or Legal Proceeding and each of the Company, Parent and Acquisition Sub shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or the other transactions contemplated by this Agreement. (d) Neither Parent nor Acquisition Sub shall, nor shall they permit their respective Subsidiaries to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under Antitrust Laws with respect to the Offer or the Merger or the other transactions contemplated by this Agreement.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto agrees to use (and to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, Parent, Merger Sub and the Surviving Corporation shall take all such necessary action. (b) Subject to the terms and conditions herein providedprovided and without limiting the foregoing, the Company, Purchaser, Company and Merger Sub Parent shall: (ai) promptly promptly, but in no event later than fifteen (15) Business Days after the date of this Agreement, make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and, if applicable, the OfferAct; (bii) use reasonable efforts to cooperate and consult with one another each other in (iA) determining which Regulatory Filings whether any filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which or consents, approvalspermits, Permitsauthorizations, authorizations waivers or waivers (collectively, "Consents") approvals are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from from, any third parties or other Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iiiB) timely making all such Regulatory Filings filings and timely seeking all such Consents consents, permits, authorizations or approvals; (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (ciii) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated by this Agreement. Each hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of Purchaser and the Company shall use its reasonable best efforts to contest United States Department of Justice, state antitrust enforcement authorities or competition authorities of any proceeding seeking a preliminary injunction other nation or other legal impediment tojurisdiction or any other Person may assert under Regulatory Law with respect to the transactions contemplated hereby, and to resolve avoid or eliminate each and every impediment under any objections as Applicable Law that may be asserted by any Governmental Entity with respect to, the Offer and/or to the Merger under so as to enable the HSR Act Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date); and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or other communications received by the Company or Parent, as the case may be, or any of their respective affiliates or Subsidiaries Subsidiaries, from any Third Party and/or any Governmental Entity with respect to dispose such transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of or hold separatethe other party in connection with, any portion of their respective assets or business that (I) is either material proposed written communication to the business of Purchaser and its Subsidiaries or material to the business any Governmental Entity. Each of the Company and its SubsidiariesParent agrees not to participate in any substantive meeting or discussion, either in each caseperson or by telephone, conducted with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (Ac) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 Parent and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company shall promptly make the Form A filings required by Insurance Regulators (the “Form A Filings”) upon the execution of this Agreement and to supply promptly any additional information and documentary material that may be requested by such Insurance Regulators in connection therewith. Each party agrees to provide a draft of the Form A Filings to the other party for its review and to consult with the other party relating to any issues arising as a result of the other party’s review, prior to the submission of the Form A Filings; provided, that such consultation does not delay the timely filing of the Form A Filing or any of their affiliates amendments or Subsidiaries supplements thereto and it being agreed that (I) is either material the final determination as to the business content of Purchaser the Form A Filing or any amendments or supplements thereto shall remain with each party. Each party agrees to provide the other party with a copy of the Form A Filing and its Subsidiaries each amendment or material supplement thereto in final form upon submission thereof. (d) In furtherance and not in limitation of the agreements of the parties contained in this Section 8.4, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to the business be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and its Subsidiaries, Parent shall cooperate in all respects with each case, conducted in (A) other and shall use their respective reasonable efforts to contest and resist any Category 1 Key Jurisdiction, (B) any two such action or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 proceeding and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effectvacated, includinglifted, without limitationreversed or overturned any decree, requiring judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the prior consent of any Governmental Entity to future transactions contemplated by Purchaser, Merger Sub, this Agreement. Notwithstanding the Company foregoing or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose other provision of this Agreement, nothing in this Section 8.4 shall limit a party’s right to terminate this Agreement pursuant to Section 10.1(f) so long as such party has, prior to such termination, complied with its obligations under this Section 8.4. (e) Notwithstanding anything to the proper officers and directors contrary contained herein, neither Parent nor any of Purchaser and its Affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to Orders providing for the Surviving Corporation shall take all sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates or the Company (or any of its Affiliates), or the holding separate of shares of capital stock of the Company (or any of its Affiliates) or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or Affiliates to own, retain, use or operate any of its products, services, properties or assets (including equity, properties or assets of the Company and/or its Affiliates) or any limitation on the ability of the Company (or its Affiliates) to own, retain, use or operate any of their products, services, properties or assets or seeking a disposition or divestiture of any such necessary actionproperties or assets.

Filings; Other Action. (a) Subject to the terms and conditions herein providedprovided in this Agreement, the Companyas promptly as practicable, PurchaserSellers and Buyer shall (i) promptly, and Merger Sub shall: (a) promptly but in no event later than December 10, 2003, make their respective all filings and thereafter make any other required submissions under the HSR Act (including but not limited to a request for early termination of the applicable waiting period), (ii) promptly file with respect the Committee on Foreign Investment in the United States the voluntary notification under the Exon-▇▇▇▇▇▇ Amendment in connection with the transactions contemplated by this Agreement, (iii) use all commercially reasonable efforts to the Merger andtake, if applicableor cause to be taken, the Offer; (b) all actions and to do, or cause to be done, and to assist and cooperate and consult with one another each other in (ix) determining which Regulatory Filings filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time Closing Date with, and which material consents, approvals, Permits, permits or authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Closing Date from, any Governmental Entities Authority or other third parties party in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") Contemplated Transactions and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents (it being understood that the parties will make material consents, approvals, permits or seek to obtain all Other Antitrust Filings and Consentsauthorizations, whether mandatory or voluntary); and (civ) use their all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things reasonably necessary or appropriate with respect to any Governmental Authority or third parties to consummate the Contemplated Transactions, as soon as practicable. In connection with the foregoing, Sellers will promptly provide to Buyer, and Buyer will promptly provide to Sellers, copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to all filings and submissions required under this Agreement. (b) Upon the terms and subject to the conditions of this Agreement, Buyer and Sellers shall use their commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or appropriate advisable consistent with applicable Law to consummate and make effective cause the transactions contemplated by this Agreement. Each of Purchaser and conditions precedent to the Company shall use its reasonable best efforts Closing to contest any proceeding seeking a preliminary injunction or other legal impediment to, be satisfied and to resolve any objections as may be asserted by any Governmental Entity with respect to, cause the Offer and/or the Merger under the HSR Act Closing to occur on or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material prior to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse EffectTermination Date, including, without limitation, requiring to obtain the consent, approval, release, estoppel, certificate, opinion and other instrument of any third party or Governmental Authority, including, without limitation, the Third Party Consent Requirements necessary to deliver title to any Acquired Asset, free and clear of all Encumbrances except for the Permitted Encumbrances and to otherwise consummate the Contemplated Transactions in accordance with the terms of this Agreement; provided, however, Sellers shall not make any payments in connection with obtaining any third party consents or approvals without the prior written consent of Buyer; provided, further, Buyer shall not be required to waive any Governmental Entity of the conditions to future transactions by Purchaser, Merger Subthis Agreement set forth in Article VI. Promptly after the Execution Date, the Company parties hereto shall work together in good faith to finalize the Schedules referred to in this Agreement (the "Disclosure Schedules"); provided, that, notwithstanding the foregoing, the parties agree and acknowledge that the Disclosure Schedules shall be dated and effective as of the Execution Date regardless of the date they are dated or attached to this Agreement and shall include only matters existing or of which Sellers have Knowledge on and as of the Execution Date. (c) Sellers shall use their reasonable best efforts to obtain entry of the Sale Order, in accordance with Section 5.6, subject to their obligations under the Bankruptcy Code. (d) Each Seller agrees that it will promptly take such actions as are reasonably intended to obtain the entry by the Bankruptcy Court of the Sale Order, in accordance with Section 5.6, including, without limitation, demonstrating that (i) Buyer is a "good faith" purchaser under Section 363(m) of the Bankruptcy Code and (ii) Section 363(f) of the Bankruptcy Code should apply to the sale of the Acquired Assets. In the event that stay of the Sale Order is sought or any of their affiliates such orders are appealed, each Seller and Buyer shall use its commercially reasonable efforts to oppose such request for a stay or Subsidiariesdefend any such appeal, as applicable. Buyer and Sellers shall provide one another with all information reasonably requested by the other in connection with such actions. (e) Sellers shall provide Buyer with copies of all material motions and applications prepared by Sellers (including forms of the Sale Order and other orders and notices to interested parties) relating to Buyer, this Agreement or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material Contemplated Transactions prior to the business filing thereof in the Bankruptcy Court. Sellers shall give prompt notice to Buyer, and Buyer shall give prompt notice to Sellers, of Purchaser (i) any notice or other communication from any Person alleging that the consent of such Person which is or may be required in connection with the Contemplated Transactions is not likely to be obtained prior to Closing, and its Subsidiaries (ii) any written objection or material proceeding that challenges the Contemplated Transactions or the entry of the Sale Order. Sellers shall give prompt notice to Buyer of (i) any notice of any alleged violation of Law applicable to any Seller, including any notice from any Governmental Authority; (ii) the commencement of any investigation, inquiry or review by any Governmental Authority with respect to the business Business or that any such investigation, inquiry or review, to the Knowledge of any Seller, is contemplated; (iii) the infringement or unauthorized use by any Person of any material Intangible Property (of which any Seller has Knowledge); (iv) the execution of any Material Contract (and Sellers shall deliver or make available a copy thereof to Buyer); and (v) any changes in the capital spending plans of Parent and the other Sellers relating to the Business or the Acquired Assets that were made available to Buyer on or prior to the Execution Date. Sellers shall use commercially reasonable efforts to give prompt Notice to Buyer of the Company and its Subsidiariesexecution of any Ordinary Course Contract and, in each caseupon the request of Buyer, conducted in (A) to make available to Buyer copies of any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionOrdinary Course Contracts.

Filings; Other Action. (a) Subject to the terms and conditions herein providedof this Agreement, each of the Company, Purchaser, parties hereto shall cooperate with the other and Merger Sub shall: use (a) promptly make and shall cause their respective filings and thereafter make any other required submissions under the HSR Act with respect Subsidiaries to the Merger and, if applicable, the Offer; (buse) cooperate and consult with one another in their respective reasonable best efforts to: (i) determining which Regulatory Filings are required ortake, in the case of Other Antitrust Filings, permitted or cause to be made prior to the Effective Time withtaken, all actions, and which consentsdo, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted cause to be obtained prior done, all things, necessary to cause the Effective Time from Governmental Entities conditions to Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the End Date) and to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary and advisable filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or other third parties recommended filings under applicable Antitrust Laws) that are or may become necessary, proper or advisable in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, by this Agreement; (xii) obtain as promptly as reasonably practicable (and in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party that are or may become necessary, proper or advisable to consummate the transactions contemplated by this Agreement; (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement; and (iv) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “Antitrust Laws” shall mean the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Legal Requirements issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (b) Each party shall use their respective reasonable best efforts to file, as soon as practicable and advisable after the date of this Agreement, all notices, reports and other documents required to be filed by such Regulatory Filings and Consents as relate party with any Governmental Entity with respect to Foreign Antitrust Laws (the "Other Antitrust Filings" Merger and the "Other other transactions contemplated by this Agreement, and to submit as promptly as reasonably practicable any additional information requested by any such Governmental Entity. Without limiting the generality of the foregoing, each of Parent and the Company shall, in consultation and cooperation with the other: (i) within ten (10) Business Days after the date of this Agreement (or such other date as may be mutually agreed to by Parent and the Company), prepare and file the notifications required under the HSR Act; and (ii) as promptly as practicable and advisable after the date of this Agreement, but in no event later than as required by applicable Legal Requirements, prepare and file, or pre-file with regard to any Governmental Entity that requires such pre-filing prior to any formal filing of, all other notifications required under any Legal Requirement with respect to any other Antitrust Consents," respectively; collectivelyLaws. Parent and the Company shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests for additional information or documentary material received from any state attorney general, antitrust authority or other Governmental Entity in connection with antitrust or related matters. (c) Subject to the provisions of each of the Non-Disclosure Agreement, the "Other Antitrust Filings Clean Team Agreement and Consents"the Joint Defense Agreement, Parent and the Company each shall promptly supply the other with any information that may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 4.7(a) and (y) all Consents required to transfer Section 4.7(b). Each of Parent and the Company, as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the other as “outside counsel only” or with similar restrictions. Each of Parent and the Company may also reasonably redact the material as necessary to (i) comply with other contractual arrangements or applicable Legal Requirements or (ii) prevent the loss of protection under the attorney-client privilege or the attorney work product doctrine. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, or otherwise as the restriction indicates, and be subject to any Permits additional confidentiality or registrations held joint defense agreement between the parties. Except where prohibited by applicable Legal Requirements or any Governmental Entity, and subject to the provisions of each of the Non-Disclosure Agreement, the Clean Team Agreement and the Joint Defense Agreement, each of Parent and the Company shall: (i) consult with the other in good faith prior to taking a position with respect to any filing required or advisable pursuant to Section 4.7(a) and Section 4.7(b); (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, letters, responses to requests, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party in connection with any such filing or any Legal Proceeding in connection with this Agreement or the transactions contemplated hereby; (iii) coordinate with the other in preparing and exchanging such information; (iv) promptly provide the other party’s counsel with copies of all filings, notices, analyses, presentations, memoranda, letters, responses to requests, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Entity in connection with any filing required by Section 4.7(a) and Section 4.7(b) in connection with this Agreement or the transactions contemplated hereby; and (v) consult with the other party in advance of any meeting, video conference or teleconference with any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and, to the extent not prohibited by the Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings, video conferences and teleconferences. Without limiting the foregoing, the parties agree that it is Parent’s ultimate right to devise the strategy and direct all matters for obtaining clearances, approvals, and waiting-period expirations under Antitrust Laws, including any filings, notifications, submissions and communications with or to any Governmental Entity in connection therewith, and taking into account in good faith any comments of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; Representatives relating to such strategy. (iid) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing Notwithstanding anything to the other party drafts of such material reasonably contrary in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consentsthis Agreement, whether mandatory or voluntary); and (c) Parent shall use their reasonable best efforts to take, or cause to be taken, all other action actions necessary to avoid or eliminate each and doevery impediment under any antitrust, competition or cause trade regulation law to be doneenable the parties to close the transaction as promptly as practicable, all other things necessaryand in any event prior to the End Date, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. Each of Purchaser and the Company shall use its including using reasonable best efforts in connection with (i) proposing, negotiating, committing to contest and effecting, whether by consent decree, hold separate orders, or otherwise, to sell, divest, hold separate, lease, license, transfer, dispose of, commit to behavioral or conduct remedies, or otherwise encumber, limit or impair or take any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity action with respect to, the Offer and/or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (Parent’s or any of their affiliates its Affiliates’ ability to own or Subsidiaries) effectively to acquireoperate any assets, operate properties, businesses or holdproduct lines of Parent or any of its Affiliates or any assets, properties, businesses or require Purchaser, Merger Sub or product lines of the Company or any of their respective affiliates its Affiliates; and (ii) avoiding the entry of any permanent or preliminary injunction or other Order that would make consummation of the contemplated transaction unlawful or that would otherwise prevent or delay consummation of the contemplated transaction; provided, that, anything to the contrary set forth in this Agreement notwithstanding, (I) the Company and the Company Subsidiaries shall not enter into or make any consents, offers, agreements or commitments with respect to dispose the actions contemplated by clauses (i) and (ii) except as and to the extent requested in writing by Parent, (II) no Party shall be required pursuant to the foregoing to commit to or effect any action that is not conditioned upon the consummation of or the Merger, and (III) Parent shall not be required to (x) sell, divest, exclusively license, hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictionsotherwise dispose of, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict grant any future business activity by Purchasernon-exclusive license, Merger Sub, the Company accept any operational restrictions or take or commit to any actions which restrictions or actions would limit Parent’s or any of their affiliates its Affiliates’ freedom of action with respect to assets, licenses, product lines, operations or Subsidiaries that (I) is either material to the business businesses of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger SubParent, the Company or any of their respective affiliates Subsidiaries that, individually or Subsidiaries in the aggregate, would reasonably be expected to have a manner that materially adverse effect on (IA) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in Subsidiaries (Ataken as a whole) any Category 1 Key Jurisdiction, or (B) Parent and its Subsidiaries (taken as a whole), but for purposes of this clause (B), deemed to be the same size as the Company and its Subsidiaries (taken as a whole). (e) Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of Parent, neither the Company nor any two of its Subsidiaries or more Category 2 Key JurisdictionsAffiliates will grant or offer to grant any accommodation or concession (financial or otherwise) to any third party in connection with seeking or obtaining its consent to the transactions contemplated by this Agreement. (f) In furtherance and not in limitation of the covenants of the parties contained in this Section 4.7, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (g) Each of Parent and the Company agrees that, prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Section 6.1, it shall not, and shall ensure that none of its Subsidiaries or Affiliates shall, consummate, enter into any agreement providing for, or authorize, announce, commit to or approve, any investment, acquisition, divestiture, business combination or other transaction that would reasonably be expected to materially delay, materially impede or prevent the consummation of the transactions contemplated by this Agreement. (Ch) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is As soon as reasonably likely to have a Material Adverse Effect. If, at any time practicable after the Effective Time, any further action is necessary or desirable to carry out the purpose date of this Agreement, the proper officers Company shall submit to the United States Defense Counterintelligence and directors Security Agency (“DCSA”) and, to the extent applicable, any other Governmental Entity that is a cognizant security agency, a notification of Purchaser the transfer of ownership contemplated hereby whether or not such notice is required by the National Industrial Security Program Operating Manual (“NISPOM”), and the Surviving Corporation other applicable national or industrial security regulations (the “DCSA Notification”). The Company shall take reasonably cooperate with Parent in preparing the DCSA Notification and any other submissions to DCSA required by NISPOM or requested by DCSA as soon as reasonably practical. The Company and Parent shall use their commercially reasonable efforts to obtain approval from DCSA as promptly as practicable for the continuation of all such necessary actionU.S. government facility security clearances.

Filings; Other Action. Subject to the terms and conditions herein provided, (a) Each of the Company, Purchaser, Parent and Merger Acquisition Sub shall: (ai) as promptly as practicable, and in no event later than fifteen (15) Business Days following the date hereof make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Laws with respect to the Merger and, if applicable, the Offer; (b) cooperate and consult with one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement Offer and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agentsMerger; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent use commercially reasonable efforts to obtain all Consents, including by providing to the other party drafts of such material reasonably consents and approvals required from Third Parties in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective connection with the transactions contemplated by this Agreement. Each of Purchaser ; and the Company shall (iii) use its reasonable best efforts to contest any proceeding seeking cause to be taken, on a preliminary injunction timely basis, all other actions necessary or other legal impediment toappropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; provided, and to resolve any objections as may be asserted by any Governmental Entity with respect tohowever, the Offer and/or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in that: (A) in no event shall the Company be required or permitted to pay, prior to the Effective Time, any Category 1 Key Jurisdictionfee (except for customary fees to Governmental Entities), penalty or other consideration to any Person for any consent or approval required for the consummation of any of the transactions contemplated by this Agreement; (B) subject to Section 8.3(a), in no event shall Parent be required to pay any two fee, penalty or more Category 2 Key Jurisdictions, other consideration to any Person for any consent or approval in connection with the transactions contemplated by this Agreement; and (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material notwithstanding anything in this Agreement to the contrary (including clause “(a)” of this Section 6.3), Parent shall not have any obligation to divest or dispose of any asset or business of Purchaser and its Subsidiaries or material to the business of the Company and its SubsidiariesParent, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Acquisition Sub, the Company or any of their respective affiliates Affiliates or Subsidiaries take any action or accept any condition or undertaking that individually or together with any other such action, condition or undertaking would, or would reasonably be expected to, result in a manner that (I) is material adverse effect on the business, financial condition, results of operations of either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in taken as a whole, or the Parent and its Subsidiaries, taken as a whole (each, a “Burdensome Restraint”). Without limiting the generality of the foregoing, each case, conducted in of Parent and Acquisition Sub (A) shall promptly provide all information requested by any Category 1 Key JurisdictionGovernmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement and (B) shall use its reasonable best efforts to promptly take, and cause its controlled Affiliates to take, actions and steps necessary to obtain any two clearance or more Category 2 Key Jurisdictionsapproval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided, that, subject to reasonable limitations limiting access to outside counsel, Parent and the Company shall have the right to review in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with, any filing made with, or written materials submitted to or other communication with any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. (Cb) Without limiting the generality of anything contained in Section 6.3(a), subject to applicable Laws, each Party shall: (i) give the other Parties prompt written notice of the making or commencement of any three request, inquiry, investigation, action or more Category 2 Legal Proceeding by or before any Governmental Entity with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement; (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; and Category 3 Key Jurisdictions(iii) promptly inform the other Parties of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or (II) is reasonably likely any other Governmental Entity regarding the Offer or the Merger. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have a Material Adverse Effect. Ifaccess to and be consulted in connection with any document, at opinion or proposal made or submitted to any time after Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) Subject to the Effective Time, any further action is necessary or desirable to carry out the purpose terms of this Agreement, in the proper officers event that any litigation or other administrative or judicial action or Legal Proceeding is commenced challenging the Offer or the Merger or any of the other transactions contemplated by this Agreement and directors such litigation, action or Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of Purchaser the Offer or the Merger or the other transactions contemplated by this Agreement, each of the Company, Parent and Acquisition Sub shall cooperate with each other and use its respective reasonable best efforts to contest any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Surviving Corporation shall take all such necessary actionOffer or the Merger or the other transactions contemplated by this Agreement.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Combination and the other transactions contemplated by this Agreement, including to (i) obtain all necessary Consents from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtain all necessary Consents from third parties, (iii) defend all lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) execute and deliver all additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions herein providedprovided and without limiting the foregoing, the CompanyCompany and Parent shall: (i) (A) promptly, Purchaserbut in any event within eight (8) Business Days from the date hereof, make or cause to be made, in consultation and Merger Sub shall: cooperation with the other, (a1) promptly make their respective filings an appropriate filing of a notification and thereafter make any other required submissions under report form pursuant to the HSR Act with respect relating to the Merger andCombination and (2) all other necessary registrations, if applicabledeclarations, notices and filings relating to the Combination with other Governmental Entities under any other antitrust, competition, trade regulation or similar Laws or (B) respond as promptly as practicable to any additional requests for information received from the Federal Trade Commission, the Offer; Antitrust Division of the United States Department of Justice, or any other Governmental Entities in connection with any filing referenced in clause (bA); (ii) cooperate and consult with one another (A) promptly, (1) but in any event within eight (i) determining which Regulatory Filings are required or8) Business Days from the date hereof, make or cause to be made, in consultation and cooperation with the case of Other Antitrust Filingsother, permitted all filings required to be made prior with the FCC in order to obtain the FCC Consents and all filings required to be made with any State Regulators in order to obtain the PSC Consents set forth in Section 5.9(b)(ii)(A)(1) of the Company Disclosure Letter (the “First Tier Filings”), and (2) within fifteen (15) Business Days from the date hereof, make or cause to be made, in consultation and cooperation with the other, all filings required to be made with any State Regulators in order to obtain all other PSC Consents set forth in Section 5.9(b)(ii)(A)(2) of the Company Disclosure Letter (the “Second Tier Filings”), (such applications for FCC Consents set forth in the preceding clause (1) the “FCC Applications” and such applications for PSC Consents set forth in the preceding clauses (1) and (2) collectively, the “PSC Applications”), (B) respond as promptly as practicable to any additional requests for information received from the FCC, or any State Regulator by Parent or the Company or any of their respective Subsidiaries and (C) use reasonable best efforts to cure, not later than the Effective Time Time, any material violations or defaults under any FCC Rules or rules of any State Regulator; provided that Parent shall pay all filing fees for the FCC Applications and PSC Applications; (iii) use its reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") Consents are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or from, any other third parties (including any Consents required under any contract to which a party hereto is bound) or Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iiiB) timely making all such Regulatory Filings required or appropriate filings and timely seeking all such Consents required or appropriate consents, permits, clearances, authorizations or approvals; and (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (civ) use their its reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated by this Agreement. Each hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of Purchaser the United States Department of Justice, the FCC, any State Regulator or any other Governmental Entity may assert under a Regulatory Law with respect to the transactions contemplated hereby, subject to Section 5.9(e); provided, that such actions, individually or collectively, would not reasonably be expected to constitute a Material Adverse Effect on Parent or the Company. (c) Parent and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or jointly and in cooperation with each other legal impediment to, and to resolve any objections as may be asserted by direct the parties’ proceedings before any Governmental Entity with respect toto the Combination, this Agreement or any of the transactions contemplated hereby. In furtherance of the foregoing, the Offer and/or parties further agree as follows: (i) Unless prohibited by applicable Law or by the Merger under applicable Governmental Entity, to the HSR Act extent reasonably practicable, each of Parent and the Company shall provide the other with an opportunity to attend any meeting of such party with, or Foreign Antitrust Lawsparticipate in any substantive conversation of such party with, any Governmental Entity in respect of the Combination (including with respect to any of the actions referred to in Sections 5.9(a) and 5.9(b)); provided that the foregoing shall not require Purchaser be deemed to restrict Parent in attending such meetings or participating in such substantive conversations without the Company; provided that, to the extent reasonably practicable, it has given the Company reasonable prior notice of any such meeting or conversation and that it keeps the Company reasonably apprised with respect thereto. The Company shall not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of the Combination (including with respect to any of the actions referred to in Sections 5.9(a) and 5.9(b) without Parent’s participation, unless such substantive conversation is initiated by the Governmental Entity to the Company or its counsel via telephone and the scope is limited to information pertaining to the Company. (ii) Parent and the Company shall jointly and in cooperation with each other prepare all written communications with any Governmental Entity with respect to this Agreement and the Combination. Parent and the Company each shall provide the other a reasonable opportunity to review and comment on any such written materials prior to submission (and shall consider for inclusion in such written communications all comments reasonably proposed by the other), and shall furnish the other with copies of all such written communications between it, its Affiliates and their respective Representatives on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement and the Combination, except that any materials concerning valuation of the Company may be redacted or withheld. Neither Parent nor the Company will extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity or other authorities not to consummate any of the transactions contemplated by this Agreement, except with the prior written consent of the other. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.9 (but subject to Section 5.9(e)), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted or if any objections are asserted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law or not in the public interest, each of the Company and Parent shall cooperate in all respects with each other and take all actions necessary to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.9 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b)(ii) so long as such party has, prior to such termination, complied with its obligations under this Section 5.9. (e) Without limiting this Section 5.9, Parent and the Company agree to take, and Parent shall take, any and all steps, and to make any and all reasonable undertakings necessary to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any third party or Governmental Entity with respect to the Combination so as to enable the Closing to occur (and in any event no later than on or prior to the Outside Date), including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) in each case, as may be required in order to obtain any clearances or approvals required to consummate the Combination, or avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, that would otherwise have the effect of preventing or delaying the Closing; provided, that any action taken pursuant to this Section 5.9 is conditioned upon the consummation of the Combination; provided further, that Parent, the Company and their Subsidiaries shall not be required to, and Parent, the Company and their Subsidiaries shall not be permitted to (without other’s prior written consent), (1) divest or otherwise dispose of any assets or businesses of such party or transfer the same to a trust or similar vehicle pending disposition or divestiture or (2) undertake any efforts or to take any action that could directly if the taking of such efforts or indirectly (x) impose limitations action is or would reasonably be expected to result, individually or in the aggregate, in a material adverse effect on the ability assets, liabilities, business, results of Purchaser operations or Merger Sub condition (financial or any otherwise) of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser Parent and its Subsidiaries or material (including the Surviving Company), taken as a whole, after giving effect to the business of the Company Combination (it being understood that such material adverse effect shall be measured solely on a scale relative to Parent and its Subsidiaries, taken as a whole, immediately prior to the Combination), (the requirement to take the actions described in each caseof the foregoing clauses (1) and (2), conducted in (A) a “Substantial Detriment”); and Company nor any Category 1 Key Jurisdiction, (B) of its Subsidiaries shall take any two or more Category 2 Key Jurisdictionsaction that has the effect of, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of agree with any Governmental Entity to future transactions by Purchaserto, Merger Subany Substantial Detriment without the prior written consent of Parent. “Regulatory Law” means: (i) the ▇▇▇▇▇▇▇ Antitrust Act of 1890, as amended, the Company or any ▇▇▇▇▇▇▇ Antitrust Act of their affiliates or Subsidiaries1914, or (z) otherwise adversely affect Purchaser, Merger Subas amended, the Company HSR Act, the Federal Trade Commission Act of 1914, as amended, and all other statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or any intended to prohibit, restrict or regulate actions having the purpose or effect of their respective affiliates monopolization or Subsidiaries restraint of trade or lessening competition, whether in a manner that the communications industry or otherwise, through merger or acquisition, and (Iii) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective TimeFCC Rules, any further action is necessary other approval required by the United States government and any applicable laws, rules, regulations, practices and orders of any State Regulators or desirable to carry out Governmental Entities regulating competition and/or the purpose of this Agreement, the proper officers telecommunication and directors of Purchaser and the Surviving Corporation shall take all such necessary actiondata communications industry.

Filings; Other Action. Subject to the terms and conditions herein provided, (a) Each of the Company, Purchaser, Parent and Merger Sub Purchaser shall: (ai) promptly make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger and, if applicable, the Offer; (b) cooperate and consult with one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement Offer and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings Merger; and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (c) use their commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate to consummate for the purpose of consummating and make effective effectuating the transactions contemplated by this Agreement. Each Without limiting the generality of Purchaser the foregoing, each of Parent and Purchaser: (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement; (B) shall use its commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, the U.S. Department of State, the U.S. Department of Defense, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, in connection with the receipt of any necessary approvals or clearances of a Governmental Entity (including under the HSR Act), neither Parent nor the Company shall use its reasonable best efforts be required to contest any proceeding seeking sell, hold separate or otherwise dispose of or conduct their business in a preliminary injunction specified manner, or agree to sell, hold separate or otherwise dispose of or conduct into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to the assets, operations or conduct of their business in a specified manner, or permit the sale, holding separate or other legal impediment todisposition of, and to resolve any objections as may be asserted assets of Parent, the Company or their respective Subsidiaries. (b) Without limiting the generality of anything contained in Section 5.5(a) or 5.5(c), each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to, to the Offer and/or or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates the other transactions contemplated by this Agreement; (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or SubsidiariesLegal Proceeding; and (iii) effectively promptly inform the other parties of any communication to acquireor from the Federal Trade Commission, operate the Department of Justice or hold, or require Purchaser, Merger Sub any other Governmental Entity regarding the Offer or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to Merger. Each party hereto will consult and cooperate with the business of Purchaser other parties and its Subsidiaries or material to will consider in good faith the business views of the Company and its Subsidiariesother parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in each caseconnection with any such request, conducted in (A) any Category 1 Key Jurisdictioninquiry, (B) any two investigation, action or more Category 2 Key JurisdictionsLegal Proceeding. In addition, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity except as may be prohibited by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to future transactions by Purchaserbe present at each meeting or conference relating to such request, Merger Subinquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) Without limiting the Company generality of anything contained in Section 5.5(a) or any of 5.4(b), but subject thereto, Parent and Purchaser shall use their affiliates or Subsidiaries, or commercially reasonable efforts to cause all Offer Conditions to be satisfied on a timely basis (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business extent the satisfaction of such Offer Conditions is within Parent’s or Purchaser’s direct or indirect control) and to cause Purchaser and its Subsidiaries or material to purchase Company Shares pursuant to the business of Offer on the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionearliest possible date.

Filings; Other Action. (a) Subject to the terms and conditions --------------------- herein provided, the Company, Purchaser, Parent and Merger Sub shall: Subsidiary shall (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and, if applicable, the Offer; (bi) cooperate and consult with one another in (ix) determining which Regulatory Filings filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time withTime, and which consents, approvals, Permits, permits or authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents (it being understood that the parties will make consents, approvals, permits or seek to obtain all Other Antitrust Filings and Consentsauthorizations, whether mandatory or voluntary); and (cii) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. Each , subject to the proviso to the first sentence of Purchaser Section 6.13(b). (b) In furtherance and not in limitation of the Company foregoing, Parent shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toresolve such objections, and to resolve any objections if any, as may be asserted by any Governmental Entity with respect toto the transactions contemplated by this Agreement under any antitrust, the Offer and/or the Merger under the HSR Act competition or Foreign trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority ("Antitrust Laws"); provided -------------- provided, however, that the foregoing Parent shall not require Purchaser be required to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries agree to dispose of or -------- ------- hold separate, separate any portion of their respective assets or business that (I) asset which is either material to Parent, on the business of Purchaser and its Subsidiaries one hand, or material to the business of the Company and its Subsidiaries, in each casetaken as a whole, conducted in on the other hand. (Ac) Any party hereto shall promptly inform the others of any Category 1 Key Jurisdictionmaterial communication from the Federal Trade Commission, (B) any two or more Category 2 Key Jurisdictionsthe Department of Justice, or (C) any three other domestic or more Category 2 and Category 3 Key Jurisdictions, foreign government or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict governmental authority regarding any future business activity of the transactions contemplated by Purchaser, Merger Sub, the Company this Agreement. If any party or any of their affiliates Affiliate thereof receives a request for additional information or Subsidiaries that (I) is either documentary material from any such government or authority with respect to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions contemplated by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the proper officers and directors other parties, an appropriate response in compliance with such request. Parent will advise the Company promptly in respect of Purchaser any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice, or any other domestic or foreign government or governmental authority in connection with the transactions contemplated by this Agreement. (d) Promptly after the date hereof, Parent, Merger Subsidiary and the Surviving Corporation Company (as may be required pursuant to the HSR Act) will complete all documents required to be filed with the Federal Trade Commission and the Department of Justice in order to comply with the HSR Act and, not later than 10 business days after the date hereof, together with the Persons who are required to join in such filings, shall file the same with the appropriate Governmental Entities. Parent, Merger Subsidiary and the Company shall promptly furnish all materials thereafter required by any of the Governmental Entities having jurisdiction over such filings, and shall take all reasonable actions and shall file and use all reasonable efforts to have declared effective or approved all documents and notifications with any such necessary actionGovernmental Entities, as may be required under the HSR Act or any other federal and applicable foreign antitrust laws for the consummation of the Offer, the Merger and any other transactions contemplated hereby, subject to the proviso to the first sentence of Section 6.13(b).

Filings; Other Action. Subject to the terms and conditions herein provided, (a) Each of the Company, Purchaser, Parent and Merger Acquisition Sub shall: (ai) promptly make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger and, if applicable, the OfferMerger; (b) cooperate and consult with one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (c) use their reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, 29 each of Parent, Acquisition Sub and the Company shall use reasonable best efforts to: (A) promptly take, or cause to be taken, all other action actions, and do, or cause to be done, all other things necessary, proper or appropriate necessary to cause the conditions set forth in Section 5 to be satisfied as promptly as practicable and to consummate and make effective effective, in the most expeditious manner practicable, the Merger, including preparing and filing promptly and fully all documentation needed to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; (B) promptly provide any information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (C) in the event any Legal Requirement is adopted or issued by a Governmental Entity or court prohibiting the consummation of the Merger or any administrative or judicial action or Legal Proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging any of the transactions contemplated by this Agreement, to repeal such Legal Requirement and contest and resist any Order or Legal Proceeding, including defending through litigation on the merits any claim asserted in any court by any Person; and (D) have vacated, lifted, reversed or overturned any Legal Requirement, whether temporary, preliminary or permanent, that prohibits, prevents or restricts consummation of any of the transactions contemplated by this Agreement. Each In furtherance and not in limitation of Purchaser the provisions of this Section 4.4(a), each of the parties, as applicable, agrees to cause to be prepared and filed as promptly as practicable, but in any event within ten days after the Company date of this Agreement, a Notification and Report Form pursuant to the HSR Act. (b) Without limiting the generality of anything contained in Section 4.4(a) or Section 4.4(c), each party hereto shall use its reasonable best efforts (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation or Legal Proceeding by or before any court or Governmental Entity with respect to contest the Merger or any proceeding seeking a preliminary injunction of the other transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or other legal impediment toLegal Proceeding, and (iii) promptly inform the other parties of any communication sent or received by such party to resolve or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any objections state attorney general, any foreign competition authority or any other Governmental Entity regarding the Merger or any of the other transactions contemplated by this Agreement. Each party hereto shall consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation or Legal Proceeding. In addition, except as may be asserted prohibited by any Governmental Entity or by any Legal Requirement, in connection with respect toany such request, inquiry, investigation or Legal Proceeding, each party hereto shall permit authorized representatives of the Offer and/or other parties (1) to be present at each meeting or conference with a representative of a Governmental Entity relating to such request, inquiry, investigation or Legal Proceeding and (2) to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation or Legal Proceeding. (c) Notwithstanding anything to the contrary set forth in this Agreement, to the extent necessary in order to (i) obtain any needed consent, approval or clearance from any Governmental Entity, (ii) avoid any challenge or action by any Governmental Entity to prevent or delay the consummation of the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or holdthe other transactions contemplated by this Agreement, or require Purchaser, (iii) otherwise permit the Merger Sub or the Company or any of their respective affiliates or Subsidiaries the other transactions contemplated by this Agreement to dispose of or hold separatebe consummated on a timely basis, any portion of their respective assets or business that Parent shall irrevocably agree and commit to (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in conditioned on the consummation of the Merger): (A) cause any Category 1 Key Jurisdiction, (B) any two asset or more Category 2 Key Jurisdictionsbusiness, or (C) any three portion of any asset or more Category 2 and Category 3 Key Jurisdictionsbusiness, or (II) is reasonably likely to have a Material Adverse Effectof Parent, (y) restrict any future business activity by Purchaser, Merger Subof Parent’s Affiliates, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business Subsidiary of the Company and its Subsidiariesto be sold, in each case, conducted in (A) any Category 1 Key Jurisdiction, divested or otherwise disposed of; (B) enter into or cause any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Subits Affiliates, the Company or any Subsidiary of their affiliates the Company to enter into any voting trust agreement, proxy arrangement, “hold separate” arrangement or Subsidiariesother similar agreement or arrangement with respect to any asset or business or any portion of any asset or business; (C) cause any Intellectual Property Rights of Parent, or (z) otherwise adversely affect Purchaser, Merger Subany of Parent’s Affiliates, the Company or any Subsidiary of their respective affiliates the Company to be licensed or Subsidiaries in a manner that made available to other Persons; and (ID) is either material to cause any contractual or business relationship between Parent, any of Parent’s Affiliates, the business of Purchaser and its Subsidiaries Company or material to the business any Subsidiary of the Company and its Subsidiaries, in each case, conducted in any other Person to be terminated or modified. 30 (Ad) any Category 1 Key Jurisdiction, (B) any two No actions taken pursuant to or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have otherwise contemplated by this Section 4.4 shall be considered for purposes of determining whether a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary Effect has occurred or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionwould occur.

Filings; Other Action. Subject to the terms and conditions herein provided, (a) Each of the Company, Purchaser, Parent and Merger Acquisition Sub shall: (ai) promptly (and in no event later than the date that is 10 business days after the date of this Agreement) make their respective and effect all registrations, filings and thereafter make any submissions (other than the Offer Documents and the Schedule 14D-9) required submissions under to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger and, if applicable, Offer and the OfferMerger; (bii) cooperate use reasonable best efforts to obtain all consents and consult with one another in (i) determining which Regulatory Filings are approvals required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of transactions contemplated by this Agreement and the consummation (including requesting early termination of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (waiting period under the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission datesHSR Act); and (iii) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be doneon a timely basis, all other things necessary, proper actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement; provided, however, that in no event shall the Company be required to consummate and make effective pay, prior to the Effective Time, any fee (except for customary fees to Governmental Entities), penalty or other consideration to any Person for any consent or approval required for the consummation of any of the transactions contemplated by this Agreement. Each Without limiting the generality of Purchaser the foregoing, each of the Company, Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Company Offer, the Merger or any of the other transactions contemplated by this Agreement, and (B) shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment topromptly take, and cause its Affiliates to resolve take, all actions and steps necessary to obtain any objections clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. If any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as may be asserted violative of any applicable Antitrust Law, Parent and Acquisition Sub shall: (i) vigorously contest, resist and defend against any such Legal Proceeding; and (ii) use its reasonable best efforts to have vacated, lifted, reversed or overturned any Order resulting from any such Legal Proceeding. (b) Without limiting the generality of anything contained in Section 5.3(a), subject to applicable Legal Requirements, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to, to the Offer and/or or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates the other transactions contemplated by this Agreement; (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or SubsidiariesLegal Proceeding; and (iii) effectively promptly inform the other parties of any communication to acquireor from the U.S. Federal Trade Commission, operate the U.S. Department of Justice or hold, or require Purchaser, Merger Sub any other Governmental Entity regarding the Offer or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to Merger. Each party hereto will consult and cooperate with the business of Purchaser other parties and its Subsidiaries or material to will consider in good faith the business views of the Company and its Subsidiariesother parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in each caseconnection with any such request, conducted in (A) any Category 1 Key Jurisdictioninquiry, (B) any two investigation, action or more Category 2 Key JurisdictionsLegal Proceeding. In addition, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity except as may be prohibited by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions or by Purchaserany Legal Requirement, Merger Subin connection with any such request, the Company inquiry, investigation, action or any of their affiliates or SubsidiariesLegal Proceeding, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business each party hereto will permit authorized Representatives of the Company other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. Ifaccess to and be consulted in connection with any document, at opinion or proposal made or submitted to any time after the Effective TimeGovernmental Entity in connection with such request, any further inquiry, investigation, action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionLegal Proceeding.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto agrees to use (and to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining 55 all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, Parent, Merger Sub and the Surviving Corporation shall take all such necessary action. (b) Subject to the terms and conditions herein providedprovided and without limiting the foregoing, the Company, Purchaser, Company and Merger Sub Parent shall: (ai) promptly promptly, but in no event later than fifteen (15) Business Days after the date of this Agreement, make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and, if applicable, the OfferAct; (bii) use reasonable efforts to cooperate and consult with one another each other in (iA) determining which Regulatory Filings whether any filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which or consents, approvalspermits, Permitsauthorizations, authorizations waivers or waivers (collectively, "Consents") approvals are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from from, any third parties or other Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iiiB) timely making all such Regulatory Filings filings and timely seeking all such Consents consents, permits, authorizations or approvals; (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (ciii) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated by this Agreement. Each hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of Purchaser and the Company shall use its reasonable best efforts to contest United States Department of Justice, state antitrust enforcement authorities or competition authorities of any proceeding seeking a preliminary injunction other nation or other legal impediment tojurisdiction or any other Person may assert under Regulatory Law with respect to the transactions contemplated hereby, and to resolve avoid or eliminate each and every impediment under any objections as Applicable Law that may be asserted by any Governmental Entity with respect to, the Offer and/or to the Merger under so as to enable the HSR Act Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date); and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or other communications received by the Company or Parent, as the case may be, or any of their respective affiliates or Subsidiaries Subsidiaries, from any Third Party and/or any Governmental Entity with respect to dispose such transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of or hold separatethe other party in connection with, any portion of their respective assets or business that (I) is either material proposed written communication to the business of Purchaser and its Subsidiaries or material to the business any Governmental Entity. Each of the Company and its SubsidiariesParent agrees not to participate in any substantive meeting or discussion, either in each caseperson or by telephone, conducted with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (Ac) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 Parent and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company shall promptly make the Form A filings required by Insurance Regulators (the “Form A Filings”) upon the execution of this Agreement and to supply promptly any additional information and documentary material that may be requested by such Insurance Regulators in connection therewith. Each party agrees to provide a draft of the Form A Filings to the other party for its review and to consult with the other party relating to any issues arising as a result of the other party’s review, prior to the submission of the Form A Filings; provided, that such consultation does not delay the timely filing of the Form A Filing or any of their affiliates amendments or Subsidiaries supplements thereto and it being agreed that (I) is either material the final determination as to the business content of Purchaser the Form A Filing or any amendments or supplements thereto shall remain with each party. Each party agrees to provide the other party with a copy of the Form A Filing and its Subsidiaries each amendment or material supplement thereto in final form upon submission thereof. (d) In furtherance and not in limitation of the agreements of the parties contained in this Section 8.4, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to the business be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and its Subsidiaries, Parent shall cooperate in all respects with each case, conducted in (A) other and shall use their respective reasonable efforts to contest and resist any Category 1 Key Jurisdiction, (B) any two such action or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 proceeding and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effectvacated, includinglifted, without limitationreversed or overturned any decree, requiring judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the prior consent of any Governmental Entity to future transactions contemplated by Purchaser, Merger Sub, this Agreement. Notwithstanding the Company foregoing or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose other provision of this Agreement, nothing in this Section 8.4 shall limit a party’s right to terminate this Agreement pursuant to Section 10.1(f) so long as such party has, prior to such termination, complied with its obligations under this Section 8.4. 56 (e) Notwithstanding anything to the proper officers and directors contrary contained herein, neither Parent nor any of Purchaser and its Affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to Orders providing for the Surviving Corporation shall take all sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates or the Company (or any of its Affiliates), or the holding separate of shares of capital stock of the Company (or any of its Affiliates) or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or Affiliates to own, retain, use or operate any of its products, services, properties or assets (including equity, properties or assets of the Company and/or its Affiliates) or any limitation on the ability of the Company (or its Affiliates) to own, retain, use or operate any of their products, services, properties or assets or seeking a disposition or divestiture of any such necessary actionproperties or assets.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, the Company, Purchaser, Parent and Merger Sub shall: Subsidiary shall (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and, if applicable, the Offer; (bi) cooperate and consult with one another in (ix) determining which Regulatory Filings filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time withTime, and which consents, approvals, Permits, permits or authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents (it being understood that the parties will make consents, approvals, permits or seek to obtain all Other Antitrust Filings and Consentsauthorizations, whether mandatory or voluntary); and (cii) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. Each , subject to the proviso to the first sentence of Purchaser Section 6.13(b). (b) In furtherance and not in limitation of the Company foregoing, Parent shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toresolve such objections, and to resolve any objections if any, as may be asserted by any Governmental Entity with respect toto the transactions contemplated by this Agreement under any antitrust, the Offer and/or the Merger under the HSR Act competition or Foreign trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority ("Antitrust Laws"); provided provided, however, that the foregoing Parent shall not require Purchaser be required to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries agree to dispose of or hold separate, separate any portion of their respective assets or business that (I) asset which is either material to Parent, on the business of Purchaser and its Subsidiaries one hand, or material to the business of the Company and its Subsidiaries, in each casetaken as a whole, conducted in on the other hand. (Ac) Any party hereto shall promptly inform the others of any Category 1 Key Jurisdictionmaterial communication from the Federal Trade Commission, (B) any two or more Category 2 Key Jurisdictionsthe Department of Justice, or (C) any three other domestic or more Category 2 and Category 3 Key Jurisdictions, foreign government or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict governmental authority regarding any future business activity of the transactions contemplated by Purchaser, Merger Sub, the Company this Agreement. If any party or any of their affiliates Affiliate thereof receives a request for additional information or Subsidiaries that (I) is either documentary material from any such government or authority with respect to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions contemplated by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the proper officers and directors other parties, an appropriate response in compliance with such request. Parent will advise the Company promptly in respect of Purchaser any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice, or any other domestic or foreign government or governmental authority in connection with the transactions contemplated by this Agreement. (d) Promptly after the date hereof, Parent, Merger Subsidiary and the Surviving Corporation Company (as may be required pursuant to the HSR Act) will complete all documents required to be filed with the Federal Trade Commission and the Department of Justice in order to comply with the HSR Act and, not later than 10 business days after the date hereof, together with the Persons who are required to join in such filings, shall file the same with the appropriate Governmental Entities. Parent, Merger Subsidiary and the Company shall promptly furnish all materials thereafter required by any of the Governmental Entities having jurisdiction over such filings, and shall take all reasonable actions and shall file and use all reasonable efforts to have declared effective or approved all documents and notifications with any such necessary actionGovernmental Entities, as may be required under the HSR Act or any other federal and applicable foreign antitrust laws for the consummation of the Offer, the Merger and any other transactions contemplated hereby, subject to the proviso to the first sentence of Section 6.13(b).

Filings; Other Action. Subject to the terms and conditions herein provided, as promptly as practicable, the Company, Purchaser, Sellers and Merger Sub shall: the Purchasers shall (a) promptly make their respective all filings and thereafter make any other required submissions under the HSR Act with respect to the Merger andAct, if applicable, the Offer; (b) use all commercially reasonable efforts to cooperate and consult with one another each other in (i) determining which Regulatory Filings filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time Closing Date with, and which material consents, approvals, Permitspermits, or authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities Closing Date from, governmental or other third parties regulatory authorities of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents (it being understood that the parties will make consents, approvals, permits, or seek to obtain all Other Antitrust Filings and Consentsauthorizations, whether mandatory or voluntary); and (c) use their all commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement, as soon as practicable; provided, however, that USA Waste shall not be required to divest any of its significant assets or businesses, or discontinue or refrain from conducting any of its significant operations, in order to obtain any approvals to consummate the transactions contemplated by this Agreement. Each of Purchaser In connection with the foregoing, the Sellers will provide the Purchasers, and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction Purchasers will provide the Sellers, with copies of all correspondence, filings, or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, communications (or memoranda setting forth the Offer and/or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (xsubstance thereof) impose limitations on the ability of Purchaser or Merger Sub (between such party or any of their affiliates its representatives, on the one hand, and any governmental agency or Subsidiaries) effectively to acquire, operate authority or hold, or require Purchaser, Merger Sub or the Company or any members of their respective affiliates staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. The parties acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers, or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business similar third party actions that (I) is either are material to the business consummation of Purchaser the transactions contemplated hereby, and its Subsidiaries or material each party agrees to take all commercially reasonable actions as are necessary, subject to the business of the Company proviso above with respect to USA Waste not divesting any significant assets or businesses or discontinuing or refraining from conducting any significant operations, to complete such notifications and its Subsidiariesobtain such clearances, in each caseapprovals, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictionswaivers, or (C) any three or more Category 2 and Category 3 Key Jurisdictionsthird party actions, except where such consequence, event, or (II) is reasonably likely to occurrence would have a Purchaser Material Adverse Effect or a Company Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, as the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actioncase may be.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non actions, waivers, consents and approvals, including the Company Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions herein providedprovided and without limiting the foregoing, the Company, Purchaser, Company and Merger Sub shall: Parent shall (ai) promptly but in no event later than seven (7) days after the date hereof make their respective filings and thereafter make any other required submissions under the HSR Act Act, (ii) use reasonable best efforts to cooperate with respect to the Merger and, if applicable, the Offer; (b) cooperate and consult with one another each other in (ix) determining which Regulatory Filings whether any filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which or consents, approvals, Permitspermits, authorizations or waivers (collectively, "Consents") approvals are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from from, any third parties or other Governmental Entities or other third parties (including any foreign jurisdiction in which the Company's Subsidiaries are operating any business) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents consents, permits, authorizations or approvals, (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (ciii) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under relevant antitrust or competition laws with respect to the transactions contemplated hereby; and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated thereby. (c) In furtherance and not in limitation of the covenants of the parties contained in this SECTION 5.8, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all reasonable respects with each other and use reasonable best efforts to contest, resist and resolve any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Each If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of Purchaser and the transactions contemplated hereby as violative of any Regulatory Law, each of the Company and Parent shall use its reasonable best efforts to contest resolve any proceeding seeking a preliminary injunction such objections or challenges as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated hereby. For the avoidance of doubt, for purposes of this SECTION 5.8, "reasonable best efforts" shall include defending through litigation on the merits, including appeals, any claim asserted in any court or other legal impediment to, and to resolve any objections as may be asserted proceeding by any Governmental Entity with respect toparty, but shall not include committing to and effecting, by consent decree, hold separate order or otherwise, the Offer and/or the Merger under the HSR Act sale, divestiture or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take disposition of any action that could directly assets or indirectly businesses of Parent (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or including its Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and including its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose For purposes of this Agreement, "REGULATORY LAW" means the proper officers Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commiss▇▇▇ ▇▇t, Council ▇▇▇▇▇ation No. 139/2004 of the European Community (the "EC MERGER REGULATION") and directors all Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of Purchaser and the Surviving Corporation shall take all such necessary actionmonopolization or restraint of trade or lessening competition, through merger or acquisition.

Filings; Other Action. Subject to the terms and conditions herein provided, (a) Each of the Company, Purchaser, Parent and Merger Acquisition Sub shall: (ai) promptly make their respective and effect all registrations, filings and thereafter make any other submissions required submissions under to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger and, if applicable, Offer and the OfferMerger; and (bii) cooperate and consult with one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted use its commercially reasonable efforts to cause to be made prior to taken, on a timely basis, all actions necessary or appropriate for the Effective Time withpurpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and which consents, approvals, Permits, authorizations or waivers Acquisition Sub (collectively, "Consents"A) are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from shall promptly provide all information requested by any Governmental Entities or other third parties Entity in connection with the execution Offer, the Merger or any of the other transactions contemplated by this Agreement, and delivery (B) shall use its commercially reasonable efforts to promptly take, and cause its Affiliates to promptly take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, the U.S. Department of State, CFIUS, the DoD, the DSS, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement Agreement. (b) Each party hereto shall (i) give the other parties prompt notice upon obtaining knowledge of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, and (iii) promptly inform the other parties of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity (including the U.S. Department of State, CFIUS, the DoD and the DSS) regarding the Offer or the Merger or Parent’s ownership or operation of the Company or its business following the consummation of the transactions contemplated herebyby this Agreement. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, includingappearance, without limitationpresentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, each party hereto will permit authorized Representatives of the other parties to be present at each meeting or conference with representatives of any Governmental Entity relating to any such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation, action or Legal Proceeding. (xc) The Company and Parent and Acquisition Sub shall cooperate fully with each other as requested by the other parties in connection with the process (including with respect to providing information and scheduling or conducting conference calls and meetings) of obtaining any Governmental Authorization or other approval or making any notification pursuant to Export Control Laws in connection with the transactions contemplated by this Agreement. (d) Parent and Acquisition Sub shall use their commercially reasonable efforts to cause all Offer Conditions to be satisfied on a timely basis (to the extent the satisfaction of such Offer Conditions is within Parent’s or Acquisition Sub’s direct or indirect control) and to cause Acquisition Sub to purchase all Company Shares tendered (and not validly withdrawn) pursuant to the Offer on the earliest possible date. (e) In no event shall Parent or Acquisition Sub be obligated pursuant to this Section 5.4 to divest or “hold separate” any assets or to implement any Security Arrangement that would impose limitations on the ownership or operation by Parent or Acquisition Sub of (i) all or a portion of its business or assets, or (ii) the shares of capital stock of Acquisition Sub or the Surviving Corporation; provided, however, that Parent and Acquisition Sub agree that, notwithstanding anything to the contrary contained in this Agreement: (A) in connection with obtaining the Specified Governmental Clearances, Parent and Acquisition Sub shall be obligated to agree to and to implement (and to permit the Company and its Subsidiaries to agree to and to implement) any Agreed Arrangement, to the extent such Regulatory Filings and Consents Agreed Arrangement is imposed by any Governmental Entity in connection with or as relate a condition or prerequisite to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectivelygranting any Specified Governmental Clearance; collectively, the "Other Antitrust Filings and Consents") and (yB) all Consents required in order to transfer satisfy any requirement imposed by any Governmental Entity other than the DoD or the DSS in connection with or as a condition or prerequisite to granting any consent, approval or clearance or otherwise, Parent and Acquisition Sub shall be obligated to agree to and to take (and to permit the Company and its Subsidiaries to agree to and to take) any other actions that impose limitations, burdens or restraints on the business, operations or assets of the Company or the Surviving Corporation if such limitations, burdens or restraints are not material to the Company and its Subsidiaries or the Surviving Corporation and its Subsidiaries taken as a whole. For purposes of this Agreement, a “Security Arrangement” shall mean a technology control plan, special security arrangement, voting trust arrangement, proxy arrangement or similar agreement or arrangement with respect to any Permits assets, personnel or registrations held on behalf operations of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer and/or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any securities of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business Subsidiary of the Company and its Subsidiariesin connection with approvals by the DoD, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two CFIUS or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any other Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any (including in respect of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any acquisitions of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser U.S. government contractors handling classified information and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionrelated material).

Filings; Other Action. (a) Subject to the terms and conditions herein provided, the Company, Purchaser, and Merger Sub each party shall: : (ai) promptly Promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and, if applicable, the Offer; transactions contemplated hereby; (bii) Use their best efforts to cooperate and consult with one another in (ix) determining which Regulatory Filings filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time withconsummation of the transactions contemplated hereby, and which consents, approvals, Permits, permits or authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time consummation of the transactions contemplated hereby from Governmental Entities governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents consents, approvals, permits or authorizations; (it being understood that the parties will make iii) Without limiting Buyer's obligations under Section 1.02 or seek to obtain all Other Antitrust Filings and ConsentsSection 6.04(d) of this Agreement, whether mandatory or voluntary); and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or and appropriate to consummate and make effective effectuate the transactions Closing Date for the transaction contemplated by this Agreement. Each hereby on or prior to the Termination Date (as hereinafter defined), including, without limitation, promptly responding to any request for additional information pursuant to Section (e)(1) of Purchaser the HSR Act ("Second Request"), and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toresolution of objections, and to resolve any objections if any, as may be asserted by any Governmental Entity governmental authority with respect toto the transactions contemplated hereby under any antitrust or trade or regulatory laws or regulations of any governmental authority (it being understood and agreed that Buyer shall use all measures available to it to consummate the transactions contemplated hereby including, the Offer and/or the Merger under the HSR Act if necessary to resolve such objections, by way of selling, licensing or (iv) Use their best efforts to lift or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take rescind or appeal any action that could directly injunction or indirectly (x) impose limitations on restraining order or other order adversely affecting the ability of Purchaser the parties to consummate the transactions contemplated hereby and use their best efforts to defend any litigation seeking to enjoin, prevent or Merger Sub delay the consummation of the transactions contemplated hereby or seeking material damages; and (v) Furnish to the other party, upon request, copies of all correspondence, filings or communications between that party, or any of their affiliates its representatives, on the one hand, and any governmental agency or Subsidiaries) effectively authority, on the other hand, with respect to acquirepre-notification obligations under any antitrust law with respect to this Agreement; provided, operate or holdhowever, or require Purchaser, Merger Sub or the Company or that with respect to any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business documents that (I) is either material one party reasonably believes should not be disclosed to the business of Purchaser and its Subsidiaries or material other party, such party shall instead furnish those documents to counsel for the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely other party pursuant to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionmutually satisfactory confidentiality agreement.

Filings; Other Action. Subject to the terms and conditions herein provided, (A) Each of the Company, Purchaser, Parent and Merger Sub shall: (ai) promptly make their respective and effect all registrations, filings and thereafter make any submissions required to be made or effected by it pursuant to the Exchange Act and other required submissions under the HSR Act applicable Legal Requirements with respect to the Merger and, if applicable, the OfferMerger; (b) cooperate and consult with one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (c) use their commercially reasonable best efforts to take, take or cause to be taken, on a timely basis, all other action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or appropriate to consummate advisable for the purpose of consummating and make effective effectuating, in an expeditious manner, the transactions contemplated by this Agreement. Each Without limiting the generality of Purchaser the foregoing, each of the Company, Parent and the Company Merger Sub (A) shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted promptly provide all information requested by any Governmental Entity in connection with respect tothe Merger or any of the other transactions contemplated by this Agreement, and (B) shall use commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the Offer and/or U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the Merger under transactions contemplated by this Agreement. Notwithstanding anything herein to the HSR Act contrary, nothing in this Agreement shall be deemed to require Parent or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly Subsidiary or indirectly affiliate of Parent (x) impose limitations on the ability of Purchaser or Merger Sub (or to agree to any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub divestiture by itself or the Company or any of their respective Subsidiaries or affiliates of shares of capital stock or Subsidiaries to dispose of or hold separate, any material portion of their respective its or the Company's business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock, or (y) to take any similar or other material action under this Section 4.5 requested by any Governmental Entity that has the authority to enforce any antitrust or competition law and that seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin the consummation of the Merger. (IB) is either material Without limiting the generality of anything contained in Section 4.5(a) or Section 4.5(c), each party hereto shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the business Merger or any of Purchaser and its Subsidiaries or material the other transactions contemplated by this Agreement, (ii) keep the other parties informed as to the business status of any such request, inquiry, investigation, action or Legal Proceeding, and (iii) promptly inform the other parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding. (C) Without limiting the generality of anything contained in Section 4.5(a) or Section 4.5(b), the Company, Parent and Merger Sub shall use commercially reasonable efforts to cause all conditions to the Merger to be satisfied on a timely basis (to the extent the satisfaction of such conditions is within such party's direct or indirect control). (D) The Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it contained in this Agreement (other than any such representation or warranty speaks as of the date of this Agreement or any other specific date prior to the date of this Agreement) has become untrue or inaccurate, or of any failure of the Company and its Subsidiariesto comply with or satisfy in any material respect any covenant or agreement required to be complied with or satisfied by it under this Agreement prior to the Closing, in each case, conducted where such untruth, inaccuracy or failure would result in the conditions set forth in Section 5.2(a) or Section 5.2(b) not being satisfied; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (AE) Parent shall give prompt notice to the Company upon becoming aware that any Category 1 Key Jurisdiction, representation or warranty made by it or Merger Sub contained in this Agreement (Bother than any such representation or warranty speaks as of the date of this Agreement or any other specific date prior to the date of this Agreement) any two has become untrue or more Category 2 Key Jurisdictionsinaccurate, or (C) of any three failure of Parent or more Category 2 and Category 3 Key Jurisdictions, Merger Sub to comply with or (II) is reasonably likely satisfy in any material respect any covenant or agreement required to have a Material Adverse Effect, (y) restrict any future business activity be complied with or satisfied by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material it under this Agreement prior to the business of Purchaser and its Subsidiaries or material to the business of the Company and its SubsidiariesClosing, in each case, conducted where such untruth, inaccuracy or failure would result in the conditions set forth in Section 5.3(a) or Section 5.3(b) not being satisfied; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (AF) As soon as practicable following the date hereof, Parent and the Company will each use its commercially reasonable efforts to obtain any Category 1 Key Jurisdictionconsents, waivers and approvals under any of its or its Subsidiaries' respective agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby. (BG) Subject to any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any restrictions that may be imposed by United States Governmental Entity to future transactions by Purchaser, Merger SubEntities, the Company will coordinate with Parent in connection with all notifications and discussions with the Department of Defense concerning its Trusted Foundry Status or security clearance, including: notifying Parent prior to any such actions, giving Parent the opportunity to review written communications with the Department of their affiliates or SubsidiariesDefense, or (z) otherwise adversely affect Purchaser, Merger Sub, and providing Parent with the Company or any opportunity to participate in discussions with the Department of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actionDefense.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non actions, waivers, consents and approvals, including the Company Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions herein providedprovided and without limiting the foregoing, the Company, Purchaser, Company and Merger Sub shall: Parent shall (ai) promptly but in no event later than seven (7) days after the date hereof make their respective filings and thereafter make any other required submissions under the HSR Act Act, (ii) use reasonable best efforts to cooperate with respect to the Merger and, if applicable, the Offer; (b) cooperate and consult with one another each other in (ix) determining which Regulatory Filings whether any filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which or consents, approvals, Permitspermits, authorizations or waivers (collectively, "Consents") approvals are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from from, any third parties or other Governmental Entities or other third parties (including any foreign jurisdiction in which the Company’s Subsidiaries are operating any business) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents consents, permits, authorizations or approvals, (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (ciii) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under relevant antitrust or competition laws with respect to the transactions contemplated hereby; and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated thereby. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.8, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all reasonable respects with each other and use reasonable best efforts to contest, resist and resolve any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Each If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of Purchaser and the transactions contemplated hereby as violative of any Regulatory Law, each of the Company and Parent shall use its reasonable best efforts to contest resolve any proceeding seeking a preliminary injunction such objections or challenges as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated hereby. For the avoidance of doubt, for purposes of this Section 5.8, “reasonable best efforts” shall include defending through litigation on the merits, including appeals, any claim asserted in any court or other legal impediment to, and to resolve any objections as may be asserted proceeding by any Governmental Entity with respect toparty, but shall not include committing to and effecting, by consent decree, hold separate order or otherwise, the Offer and/or the Merger under the HSR Act sale, divestiture or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take disposition of any action that could directly assets or indirectly businesses of Parent (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or including its Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and including its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose For purposes of this Agreement, “Regulatory Law” means the proper officers S▇▇▇▇▇▇ Act, the C▇▇▇▇▇▇ Act, the HSR Act, the Federal Trade Commission Act, Council Regulation No. 139/2004 of the European Community (the “EC Merger Regulation”) and directors all Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of Purchaser and the Surviving Corporation shall take all such necessary actionmonopolization or restraint of trade or lessening competition, through merger or acquisition.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, the Company, Purchaser, Parent and Merger Sub shall: Subsidiary shall (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and, if applicable, the Offer; (bi) cooperate and consult with one another in (ix) determining which Regulatory Filings filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time withTime, and which consents, approvals, Permits, permits or authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents (it being understood that the parties will make consents, approvals, permits or seek to obtain all Other Antitrust Filings and Consentsauthorizations, whether mandatory or voluntary); and (cii) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. Each , subject to the proviso to the first sentence of Purchaser Section 6.13(b). (b) In furtherance and not in limitation of the Company foregoing, Parent shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment toresolve such objections, and to resolve any objections if any, as may be asserted by any Governmental Entity with respect toto the transactions contemplated by this Agreement under any antitrust, the Offer and/or the Merger under the HSR Act competition or Foreign Antitrust Lawstrade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority ("ANTITRUST LAWS"); provided PROVIDED, HOWEVER, that the foregoing Parent shall not require Purchaser be required to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries agree to dispose of or hold separate, separate any portion of their respective assets or business that (I) asset which is either material to Parent, on the business of Purchaser and its Subsidiaries one hand, or material to the business of the Company and its Subsidiaries, in each casetaken as a whole, conducted in on the other hand. (Ac) Any party hereto shall promptly inform the others of any Category 1 Key Jurisdictionmaterial communication from the Federal Trade Commission, (B) any two or more Category 2 Key Jurisdictionsthe Department of Justice, or (C) any three other domestic or more Category 2 and Category 3 Key Jurisdictions, foreign government or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict governmental authority regarding any future business activity of the transactions contemplated by Purchaser, Merger Sub, the Company this Agreement. If any party or any of their affiliates Affiliate thereof receives a request for additional information or Subsidiaries that (I) is either documentary material from any such government or authority with respect to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions contemplated by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the proper officers and directors other parties, an appropriate response in compliance with such request. Parent will advise the Company promptly in respect of Purchaser any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice, or any other domestic or foreign government or governmental authority in connection with the transactions contemplated by this Agreement. (d) Promptly after the date hereof, Parent, Merger Subsidiary and the Surviving Corporation Company (as may be required pursuant to the HSR Act) will complete all documents required to be filed with the Federal Trade Commission and the Department of Justice in order to comply with the HSR Act and, not later than 10 business days after the date hereof, together with the Persons who are required to join in such filings, shall file the same with the appropriate Governmental Entities. Parent, Merger Subsidiary and the Company shall promptly furnish all materials thereafter required by any of the Governmental Entities having jurisdiction over such filings, and shall take all reasonable actions and shall file and use all reasonable efforts to have declared effective or approved all documents and notifications with any such necessary actionGovernmental Entities, as may be required under the HSR Act or any other federal and applicable foreign antitrust laws for the consummation of the Offer, the Merger and any other transactions contemplated hereby, subject to the proviso to the first sentence of Section 6.13(b).

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Purchaser, Company and Merger Sub Parent shall: (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect use all reasonable efforts to the Merger and, if applicable, the Offer; (b) cooperate and consult with one another in (i) determining which Regulatory Filings filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, permits or authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities from, governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings filings and timely seeking all such Consents (it being understood that the parties will make consents, approvals, permits or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary)authorizations; and (cb) use their all reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. Each of Purchaser and the Company shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer and/or the Merger under the HSR Act or Foreign Antitrust Laws; provided that the foregoing shall not require Purchaser to take any action that could directly or indirectly (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, Agreement including, without limitation, requiring the prior consent sale of any Governmental Entity to future transactions assets or modification of contracts by Purchaser, Merger Sub, the Company either party so long as such sales of assets or any modification of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to contracts would not have a Company Material Adverse Effect or Parent Material Adverse Effect. If, at as the case may be, using reasonable efforts to lift or rescind any time after injunction or restraining order or other order adversely affecting the Effective Timeability of the parties to consummate the transactions contemplated hereby and using reasonable efforts to defend any litigation seeking to enjoin, any further action is necessary prevent or desirable to carry out delay the purpose consummation of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary actiontransactions contemplated hereby or seeking material damages.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use all reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary actions or nonactions, clearances, waivers, consents and approvals, including the Company Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending all lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) executing and delivering all additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions herein providedprovided and without limiting the foregoing, the Company, Purchaser, Company and Merger Sub shall: Parent shall (ai) promptly (but in no event later than fifteen (15) days after the date hereof) make their respective filings under the HSR Act, (ii) on a timely basis make their respective filings or notifications under the ECMR and thereafter make any other required submissions applicable foreign statute, rule, regulation, order, decree, administrative and judicial doctrine or other Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition (collectively with the ECMR the “Foreign Competition Laws”), (iii) respond as promptly as practicable to any additional requests for information received from any Governmental Entity by any party under the HSR Act or any Foreign Competition Law, (iv) use all commercially reasonable efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third parties or other Governmental Entities (including, without limitation, with respect to the Merger and, if applicable, foreign jurisdictions in which the Offer; (bCompany’s Subsidiaries are operating any business and/or failure to file could result in administrative or criminal actions) cooperate and consult with one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") hereby and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iii) timely making all such Regulatory Filings required or appropriate filings and timely seeking all such Consents (it being understood that the parties will make required or seek to obtain all Other Antitrust Filings and Consentsappropriate consents, whether mandatory permits, clearances, authorizations or voluntary); approvals, and (cv) use their all reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction, or any other person, may assert under a Regulatory Law (as defined in Section 5.9(f)) with respect to the transactions contemplated hereby subject to Section 5.9(f). In furtherance of the foregoing, the parties shall cooperate and use reasonable best efforts to determine and agree upon, as soon as practicable after the date hereof, a list of those Governmental Entities in foreign jurisdictions to which it may be necessary or appropriate, pursuant to Foreign Competition Laws, to submit any filings, notifications or registrations or to take any other actions in connection with the transactions contemplated hereby; provided that the foregoing shall not affect or otherwise modify the condition to consummation of the transactions contemplated hereby set forth in Section 6.1(f) of this Agreement. (c) Each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Entity. In that regard, each party shall without limitation: (i) have the right, subject to applicable Laws relating to the exchange of information, to review in advance, and to the extent reasonably practicable consult the other on, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; (ii) promptly notify the other of, and if in writing, furnish the other with copies of, any communications from or with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (iii) permit the other party or its counsel to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or oral communication with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (iv) not participate in any meeting or oral communication with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat, (v) not consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably conditioned, withheld or delayed, (vi) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement and the Merger, and (vii) furnish the other party with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of Purchaser the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.9 as “outside counsel only.” Such material and the information contained therein shall be treated in accordance with the Joint Defense, Common Interest and Confidentiality Agreement between Parent and the Company, dated May 9, 2008 and will not be disclosed to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.9, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined in Section 5.9(f) below), each of the Company and Parent shall cooperate in all respects with each other and use its all reasonable best efforts to contest and resist any such action or proceeding seeking a preliminary and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal impediment toorder, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.9 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(c) or 7.1(d) so long as such party has, prior to such termination, complied with its obligations under this Section 5.9. (e) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of the Company and Parent shall use all reasonable best efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated hereby. (f) Without limiting this Section 5.9, Parent and the Company agree to take any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity with respect to, the Offer and/or to the Merger under so as to enable the HSR Act or Foreign Antitrust Laws; provided that Closing to occur as soon as reasonably possible (and in any event, no later than the foregoing shall not require Purchaser to take any action that could directly or indirectly Outside Date (x) impose limitations on the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, as defined in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse EffectSection 7.1(b)(i))), including, without limitation, requiring proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the prior consent sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any Governmental Entity of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) in each case, as may be required in order to future transactions by Purchaserobtain any clearances or approvals required to consummate the Merger, Merger Subor avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided, however, that Parent and its Subsidiaries shall not be required or permitted to, nor shall the Company or any of their affiliates its Subsidiaries without the prior written consent of Parent, sell, divest or Subsidiariesotherwise dispose of, hold separate, enter into any license or similar agreement with respect to, restrict the ownership or operation of, or agree to sell, divest or otherwise dispose of, hold separate, enter into any license or similar agreement with respect to, restrict the ownership or operation of, (zA) otherwise adversely affect Purchaser, Merger Sub, any assets or businesses of the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business (B) any assets or businesses of the Company and Parent or any of its Subsidiaries, in each either case, conducted in (A) any Category 1 Key Jurisdictionto the extent that the sale, (B) any two divestiture or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely other disposition of such assets would be materially adverse to have a Material Adverse Effect. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.business,

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use all reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary actions or nonactions, clearances, waivers, mandatory waiting period terminations or expirations, consents and approvals, including the FCC Consents and PSC Consents, from Governmental Entities (the “Governmental Consents”) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending all lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) executing and delivering all additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions herein providedprovided and without limiting the foregoing, the Company and Parent shall: (i) promptly (but in no event later than fifteen (15) days after the date hereof) make or cause to be made, in consultation and cooperation with the other, (A) an appropriate filing of a notification and report form pursuant to the HSR Act relating to the Merger and (B) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, trade regulation or similar Laws; (ii) (A) promptly (but in no event later than August 22, 2011) make or cause to be made, in consultation and cooperation with the other, all applications and other notices and submissions required to be filed with or submitted to the FCC in order to obtain the FCC Consents (the “FCC Submissions”) and required to be filed with or submitted to any State PSCs in order to obtain the PSC Consents listed in Section 5.8(b)(ii)(A) of the Company Disclosure Letter, (B) promptly (but in no event later than thirty (30) days after the date hereof) make or cause to be made, in consultation and cooperation with the other, all applications filed with or submitted to any State PSCs in order to obtain the PSC Consents listed in Section 5.8(b)(ii)(B) of the Company Disclosure Letter (together with the applications or other requests for Consent and notices or other submissions to the State PSCs listed in Section 5.8(b)(ii)(A), the “PSC Submissions”), and (C) respond as promptly as practicable to any additional requests for information received from the FCC or any State PSC by any party to an FCC Submission or PSC Submission; it being understood and agreed that Parent and its Subsidiaries shall have primary control and responsibility, with the assistance and cooperation of the Company, Purchaserover the FCC Submission and PSC Submission processes; provided that the Company shall, as appropriate, be a joint applicant or petitioner and Merger Sub shall: (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act may be represented by its own counsel with respect to each such filing and shall have a reasonable advance opportunity to review, comment and approve each such filing; (iii) use all commercially reasonable efforts to cure, not later than the Merger andEffective Time, if applicable, any violations or defaults under the Offer; FCC Rules or any State Rules; (biv) use all commercially reasonable efforts to cooperate and consult with one another each other in (iA) determining which Regulatory Filings whether any filings are required or, in the case of Other Antitrust Filings, permitted to be made prior to the Effective Time with, and which or consents, approvalspermits, Permitsauthorizations, authorizations clearances, waivers or waivers (collectively, "Consents") approvals are required or, in the case of Other Antitrust Consents, permitted to be obtained prior to the Effective Time from Governmental Entities or from, any other third parties (including any consents or approvals required under any contract to which a party hereto is bound) or Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (x) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Antitrust Filings" and the "Other Antitrust Consents," respectively; collectively, the "Other Antitrust Filings and Consents") and (y) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iiiB) timely making all such Regulatory Filings required or appropriate filings and timely seeking all such Consents required or appropriate consents, permits, clearances, authorizations or approvals, and (it being understood that the parties will make or seek to obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (cv) use their all reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, the FCC, any State PSC, or any other person, may assert under a Regulatory Law (as defined in Section 5.8(f)) with respect to the transactions contemplated hereby subject to Section 5.8(f). (c) The Parties shall keep each other reasonably apprised of the status of matters relating to the completion of the Merger and work cooperatively in connection with the efforts referenced above in obtaining all Governmental Consents. In that regard, the Parties shall, without limitation: (i) promptly notify each other of, and if in writing furnish each other with copies of (or, in the case of oral communications, advise each other orally of), any material communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement; (ii) permit each other to review and discuss in advance, and consider in good faith the views of each other in connection with, any proposed written or oral communication with any such Governmental Entity with respect to the transactions contemplated by this Agreement, including but not limited to any analyses, appearances, presentations, memoranda, briefs, arguments, material correspondence, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement; (iii) use commercially reasonable efforts to not participate in any meeting or substantive telephone discussion with any such Governmental Entity with respect to the transactions contemplated by this Agreement unless they consult with each other in advance and, to the extent permitted by such Governmental Entity, give each other or their outside counsel the opportunity to attend and participate thereat; (iv) furnish each other with advance copies of all material correspondence, filings (other than their premerger notification reports) and communications between it and any such Governmental Entity with respect to the transactions contemplated by this Agreement and provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such party and any Governmental Entity and any document productions by such party to any Governmental Entity in connection with the premerger notification report filing and otherwise relating to the transactions contemplated by this Agreement; and (v) furnish each other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each Without limiting the generality of Purchaser the foregoing, the parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.8 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.8, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined in Section 5.8(f) below), each of the Company and Parent shall cooperate in all respects with each other and use its all reasonable best efforts to contest and resist any such action or proceeding seeking a preliminary and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal impediment toorder, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.8 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(c) or 7.1(d) so long as such party has, prior to such termination, complied with its obligations under this Section 5.8. (e) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of the Company and Parent shall use all reasonable best efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated hereby by the Outside Date. (f) Without limiting this Section 5.8, Parent and the Company agree to take any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event, no later than the Outside Date (as defined in Section 7.1(b)(i))), including, without limitation, proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the Offer and/or sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company (or its Subsidiaries) in each case, as may be required in order to obtain any clearances or approvals required to consummate the Merger under by the HSR Act Outside Date, or Foreign Antitrust Lawsavoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided provided, however, that neither Parent and its Subsidiaries nor the foregoing Company and its Subsidiaries shall not require Purchaser be required to take any action that could directly or indirectly (x) impose limitations on would be materially adverse to the ability of Purchaser or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquirebusiness, operate or hold, or require Purchaser, Merger Sub financial condition or the Company or any expected benefits of their respective affiliates or Subsidiaries the Merger to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictionstaken as a whole, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effect, (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company Parent and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have taken as a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries, or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries in a manner that (I) is either material to the business of Purchaser and its Subsidiaries or material to the business of the Company and its Subsidiaries, in each case, conducted in (A) any Category 1 Key Jurisdiction, (B) any two or more Category 2 Key Jurisdictions, or (C) any three or more Category 2 and Category 3 Key Jurisdictions, or (II) is reasonably likely to have a Material Adverse Effectwhole. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose For purposes of this Agreement, “Regulatory Law” means: (i) the proper officers ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and directors all other statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of Purchaser monopolization or restraint of trade or lessening competition, whether in the communications industry or otherwise, through merger or acquisition, and (ii) FCC Rules, PSC Rules and any applicable laws, rules, regulations, practices and orders of any other Governmental Entities regulating competition and/or the Surviving Corporation shall take all such necessary actiontelecommunication and data communications industry.