Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date, including (i) as promptly as practicable making all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable, providing any notice to, and using reasonable best efforts to obtain any consent, waiver or approval from, any third party required in connection with the transactions contemplated by this Agreement under any Contract to which such party is a party. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver of any condition set forth in Article VI. (b) In furtherance and not in limitation of the provisions of Section 5.7(a), each of the parties, as applicable, agrees to prepare and file as promptly as practicable, and in any event by no later than five Business Days from the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act. Parent shall pay all filing fees for the filings required under the HSR Act by the Company and Parent. (c) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity required in connection with the transaction contemplated by this Agreement, including, to the extent related thereto: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and in relation to each step of the procedure before the relevant Governmental Entities, and informing each other as to the contents of all substantive communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification or other submission in relation to the transactions contemplated hereunder without first providing the other party with a true, correct and complete copy of such notification in draft form and giving such other party a reasonable opportunity to comment before it is filed with the relevant Governmental Entities, and such first party shall consider in good faith all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other party all information within its possession that is required for any application or other submission to be made by the other party pursuant to the applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and providing, to the extent permitted by Law or Governmental Entity, each party an opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; and (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Laws. (d) Notwithstanding the foregoing, each party may in good faith designate commercially and/or competitively sensitive information and materials of that party as “outside counsel only,” in which case the information will be made available only to the receiving party’s outside counsel. (e) For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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.

Further Action; Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties party shall use reasonable best efforts to take, or cause to be taken, all actions and to use reasonable efforts to do, or cause to be done, and assist and cooperate with each the other parties in order to dodoing, all things reasonably necessary, proper or advisable under this Agreement and applicable Law (including under to satisfy the conditions to the completion of the Sale and, except as prohibited or required by any Antitrust Law) Governmental Order, to consummate as soon as reasonably practicable the Sale and the other transactions contemplated by this Agreement at in accordance with the earliest practicable dateterms hereof and, including (i) except as promptly as practicable making all necessary filingsprohibited or required by any Governmental Order, shall not, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable, providing any notice it shall cause its Representatives not to, take any action that could be reasonably expected to materially impede or interfere with, materially delay, materially postpone or materially and using reasonable best efforts to obtain any consent, waiver adversely affect the consummation of the Sale or approval from, any third party required in connection with the other transactions contemplated by this Agreement under any Contract to which such party is a party. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver of any condition set forth in Article VIAgreement. (b) In furtherance connection with and not without limiting the foregoing, each party shall provide, or cause to be provided, all necessary notices, applications, requests and information to, and enter into discussions with, each Governmental Entity from whom any consent, approval, authorization or other action or non-action is required to be obtained in order to consummate the Sale or the other transactions contemplated by this Agreement or in connection herewith (collectively, the “Governmental Consents”), use reasonable efforts to obtain all such Governmental Consents and, except as prohibited or required by any Governmental Order, to eliminate each and every other impediment that may be asserted by any Governmental Entity with respect to the Sale or the other transactions contemplated by this Agreement, in each case so as to enable the Sale and the other transactions contemplated hereby to occur as soon as reasonably practicable. Without limitation of the provisions of Section 5.7(a)foregoing sentence, each of the parties, as applicable, agrees to prepare Purchaser and file as promptly as practicable, and in any event by no later than five Business Days from the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act. Parent its Affiliates shall pay be responsible for all filing fees for the filings required under the HSR Act by payable in connection with the Company and ParentSale. (c) The parties In connection with and without limiting the foregoing, Purchaser shall keep each provide, or cause to be provided, all necessary notices and information to, and enter into discussions with, any Person (other apprised than any Governmental Entity) from whom any Consent is required to be obtained in connection with the Sale or the other transactions contemplated by this Agreement and use reasonable efforts to obtain all such Consents, and Seller will provide reasonable cooperation to Purchaser, at Purchaser’s expense, in promptly seeking to obtain all such Consents. Purchaser shall be responsible for all costs and expenses to obtain such Consents pursuant to this Section 5.4(c). If a Consent to the assignment by GSI or any of its Subsidiaries of any such Contract is obtained, Purchaser shall not, and shall not permit any of the status Purchased Entities to, (i) amend such Contract in a manner that would increase the Liability of matters GSI or such Subsidiary thereunder or (ii) renew, expand or enter into any extension of any such Contract unless GSI or such Subsidiary has been released of all its Liabilities under or relating to the completion Contract in question. (d) In connection with and without limiting the generality of the foregoing, each party shall (i) make or cause to be made, in consultation and cooperation with the other parties, all necessary and appropriate registrations, declarations, notices and filings relating to or in connection with the Sale and the other transactions contemplated by this Agreement with the relevant Governmental Entities under all applicable Antitrust Laws; (ii) use reasonable efforts to furnish to the other parties all reasonable assistance, cooperation and information required for any such registration, declaration, notice or filing and in order to achieve the effects set forth in Section 5.4(b); (iii) give the other parties reasonable prior notice of any such registration, declaration, notice or filing and, to the extent reasonably practicable, of any material communication with any Governmental Entity with respect to applicable Antitrust Laws regarding the Sale or the other transactions contemplated hereby (including with respect to any of the actions referred to in Section 5.4(b)), and permit the other parties to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other parties in connection with, any such registration, declaration, notice, filing or communication; (iv) respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity with respect to applicable Antitrust Laws regarding the Sale or the other transactions contemplated hereby; (v) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any material substantive conversation with any Governmental Entity with respect to applicable Antitrust Laws regarding the Sale or the other transactions contemplated hereby (including with respect to any of the actions referred to in Section 5.4(b)) without the other party hereto, (B) to the extent reasonably practicable, give the other party hereto reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating or attending any such meeting or engaging in any such conversation, keep the other parties reasonably apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement, the Sale or the other transactions contemplated hereby and thereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity under applicable Antitrust Laws, and (E) furnish the other party hereto with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Representatives, on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to applicable Antitrust Laws that concern this Agreement, the Sale or the other transactions contemplated hereby and thereby. (e) In the event that any Action is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging any transaction contemplated by this Agreement, each party shall, except as prohibited or required by any Governmental Order, (i) provide reasonable cooperation to the other party hereto and use its respective reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity required in connection with the transaction contemplated by this Agreement, including, to the extent related thereto: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and in relation to each step of the procedure before the relevant Governmental Entities, and informing each other as to the contents of all substantive communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification or other submission in relation to the transactions contemplated hereunder without first providing the other party with a true, correct and complete copy of such notification in draft form and giving such other party a reasonable opportunity to comment before it is filed with the relevant Governmental Entities, and such first party shall consider in good faith all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other party all information within at its possession that is required for own cost and expense, defend any application such Actions against it or other submission to be made by the other party pursuant to the applicable Law its Affiliates in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and providing, to the extent permitted by Law or Governmental Entity, each party an opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; and (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Laws. (d) Notwithstanding the foregoing, each party may in good faith designate commercially and/or competitively sensitive information and materials of that party as “outside counsel only,” in which case the information will be made available only to the receiving party’s outside counsel. (e) For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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.

Further Action; Efforts. (a) Upon the terms and subject Notwithstanding anything to the conditions contrary in this Section 5.7, for the avoidance of this Agreementdoubt, each of the parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date, including (i) as promptly as practicable making all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable, providing any notice to, and using reasonable best efforts to obtain any consent, waiver or approval from, any third party required in connection with the transactions contemplated by this Agreement under Agreement, including in connection with obtaining the Regulatory Approvals, each party shall have exclusive final approval, acting reasonably, over any Contract testimony that will be made to which such any Governmental Entity by any of its Representatives, any written responses to discovery requests directed to that specific party is a and any oral presentations of evidence made on behalf of that specific party. Notwithstanding For the foregoing or anything else avoidance of doubt, this exclusive right of final approval shall not apply to contrary, nothing joint pleadings filed in this Agreement shall require a waiver of any condition set forth in Article VIconnection with the PUCT Filing. (b) In furtherance Subject to the terms and not conditions set forth in limitation of this Agreement, the provisions of Section 5.7(a)Company and the Partnership, on the one hand, and Parent, Merger Sub and Merger Partnership, on the other hand, shall cooperate with each of other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done, and assist and cooperate with the partiesother parties to consummate and make effective the transactions contemplated by this Agreement, as applicable, agrees to prepare and file as promptly as reasonably practicable, including negotiating, preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the following: (i) The Company, Parent and the Partnership shall, and shall cause their respective Affiliates to, make all filings required of the Company, the Partnership, Parent, Merger Sub and Merger Partnership under the HSR Act in connection with the transactions contemplated by this Agreement, which shall be filed as promptly as reasonably practicable, and in any event by no later than five Business Days 45 days from the date hereof. Each of this Agreement, an appropriate filing of a Notification the Company and Report Form pursuant to the HSR Act. Parent shall bear their own costs of complying with this Section 5.7(b), and the Company and Parent shall each pay all 50% of the applicable filing fees for the filings fee required under the HSR Act with respect to the transactions contemplated by this Agreement. (ii) Parent, Merger Sub, Merger Partnership, the Company and the Partnership shall submit to the PUCT a single, integrated filing (jointly on behalf of the parties, including, to the extent applicable, the other parties to the transactions referred to below) that requests prior approval by the PUCT of the Mergers, the transactions contemplated by the Asset Exchange Agreement and the SU Investment (as defined in the Asset Exchange Agreement) (the “PUCT Filing”) as promptly as reasonably practicable after the Go-Shop Period End Time, but in no event later than 45 days after the date hereof. Parent, Merger Sub, Merger Partnership, the Company and the Partnership further agree that the PUCT Filing shall contain, at a minimum, all of the terms and undertakings set forth in Exhibit B hereto (the “Regulatory Terms”). (ciii) Parent, Merger Sub, Merger Partnership, the Company and the Partnership shall jointly file with the FERC an application for the FERC Approval as promptly as reasonably practicable, but in no event later than 45 days after the date hereof. (iv) The parties shall keep each other apprised of the status of matters relating jointly submit a draft and a final notice to CFIUS pursuant to the completion of DPA with respect to the transactions contemplated by this Agreement as promptly as practicable following the date of this Agreement. In furtherance of the foregoing, within one day after the date hereof, the parties shall jointly contact the Staff Chair of CFIUS to inform CFIUS of the transaction, the identity of counsel to the parties and work cooperatively that a notice will be filed pursuant to the DPA. The parties shall use reasonable best efforts to submit a draft notice to CFIUS within 14 calendar days after the date hereof and to submit a final notice to CFIUS as soon as reasonably practicable following the date that CFIUS provides comments to the draft notice. Parent shall pay any applicable filing fee imposed by CFIUS under the DPA applicable to the transactions contemplated under this Agreement. (v) Subject to Laws relating to the exchange of information, Parent, Merger Sub and Merger Partnership, on the one hand, and the Company and the Partnership, on the other hand, shall, and shall cause their respective Subsidiaries and Affiliates, to, use their respective reasonable best efforts to provide the other parties a reasonable opportunity 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 parties in connection with, all material information that appears in any filing made with, or written materials submitted to, or oral presentations or testimony made to any Governmental Entity in connection with obtaining the approvals of or clearances from each applicable Governmental Entity required in connection with the transaction contemplated by this Agreement, including, to the extent related thereto: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and in relation to each step of the procedure before the relevant Governmental Entities, and informing each other as to the contents of all substantive communications with such Governmental EntitiesRegulatory Approvals. In particular, to the extent permitted unless prohibited by Law or a Governmental Entity, no party will shall make any notification filing, notification, submission of written materials or other submission presentations to a Governmental Entity in relation to connection with the transactions contemplated hereunder Regulatory Approvals without first providing the other party parties with a true, correct and complete copy of such notification in draft form and giving such other party parties a reasonable opportunity to comment on its content before it is filed with the relevant Governmental Entities, and such first party shall consider in good faith all reasonable comments timely made by the other party parties in this respect;. In exercising the foregoing rights and obligations, each of the Company, the Partnership, Parent, Merger Sub and Merger Partnership shall act reasonably and as promptly as reasonably practicable. (iivi) furnishing Parent, Merger Sub and Merger Partnership, on the one hand, and the Company and the Partnership, on the other hand, shall not schedule, participate in or initiate any meetings or communications with any Subject Governmental Entity in connection with the Regulatory Approvals without giving the other party or its Representatives a reasonable opportunity to participate in such meeting or communication unless prohibited by the applicable Subject Governmental Entity. Without limiting the foregoing, the parties hereto shall keep each other reasonably apprised of all substantive communications with Governmental Entities or Other Interested Parties in which they participate or of which they are aware regarding the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.7 shall prevent, limit or restrict any party or its Affiliates from (A) interacting, communicating or making filings or applications with, or resolving any investigation or other inquiry of, any PUCT staff in connection with proceedings before the PUCT, other than proceedings with respect to the PUCT Filing and (B) responding to unsolicited inquiries related to the transactions contemplated by this Agreement from any Governmental Entity (provided, further, that in the case of clause (B), such party will notify the other parties to this Agreement of any such unsolicited inquiries and such party’s response to the inquiries as promptly as reasonably practicable). (vii) Parent, Merger Sub and Merger Partnership, on the one hand, or the Company and the Partnership, on the other hand shall be permitted to schedule, participate in or initiate any meetings or communications with any Other Interested Party without giving the other parties or their respective Representatives the opportunity to participate in any such meeting or communication (an “Interested Party Communication”); provided, however, that promptly following any Interested Party Communication, each party participating in such Interested Party Communication shall provide a reasonable summary of such communication to each party that did not participate therein. (viii) Notwithstanding the foregoing, (A) commercially and/or competitively sensitive information and materials of a party will be provided to the other parties on an outside counsel-only basis while, to the extent feasible, making a version from which the commercial and/or competitively sensitive information has been redacted available to the other party all information within its possession that is and (B) no party will be required for any application or other submission to be made by provide the other party any personal identifying information that is submitted to CFIUS pursuant to the applicable Law DPA. (c) The Company and the Partnership, on the one hand, and Parent, Merger Sub and Merger Partnership, on the other hand, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, Affiliates, directors, officers and equityholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Merger Sub, Merger Partnership, the Company, the Partnership or any of their respective Subsidiaries to or with any Governmental Entity in connection with the Regulatory Approvals. (d) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 5.7, each of the Company, the Partnership, Parent, Merger Sub and Merger Partnership shall use its reasonable best efforts to take, or cause to be taken, the following actions: (i) the prompt provision to each and every federal, state, local or foreign court or Governmental Entity (including, for the avoidance of doubt, the FCC, the FERC and the PUCT) with jurisdiction over any Regulatory Approvals of information and documents reasonably requested by any such court or Governmental Entity or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; (ii) obtaining the Regulatory Approvals as expeditiously as possible, provided that obtaining any such approval does not constitute a Burdensome Condition; and (iii) promptly notifying each other the avoidance of the entry or enactment of any communications from permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment or Law that, individually or in the aggregate, would reasonably be expected to prevent, enjoin or otherwise prohibit, or materially impair, restrain or restrict, the transactions contemplated by this Agreement, provided that such avoidance does not constitute a Burdensome Condition. (e) Notwithstanding anything to the contrary in this Agreement, the “reasonable best efforts” standard set forth in this Section 5.7 shall not in any event be construed to require Parent, Merger Sub, Merger Partnership or any of their respective Affiliates or direct or indirect equityholders, or permit or require (except as contemplated by this Agreement (excluding this Section 5.7) or the Asset Exchange Agreement (excluding Section 5.05 thereof)) the Company, the Partnership or any of their respective Affiliates without the prior written consent of Parent to (i) sell or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of any asset, (ii) conduct or agree to conduct its business in any particular manner (except as contemplated by this Agreement or the Asset Exchange Agreement), (iii) agree to any order, action or regulatory condition of any regulatory body, whether in an approval proceeding or another regulatory proceeding, that would constitute a Burdensome Condition or (iv) in connection with the CFIUS Approval, offer or agree to mitigation provisions that limit the right of any member of Parent to retain or exercise its governance rights, including any amendments, modifications, waivers or other changes to the governing agreements of Parent. (f) Nothing in this Agreement shall require Parent, Merger Sub, Merger Partnership, the Company or the Partnership to make any filing in state or federal court to vacate, modify, reverse, remove, file exceptions to, file a motion for rehearing of, or appeal any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or Law entered, issued or enacted by any Governmental Entity with respect to that would make consummation of the transactions contemplated by this Agreement and providingunlawful, to the extent permitted by Law that would prevent, enjoin or Governmental Entityotherwise prohibit, each party an opportunity to attend or in any meetings with manner impair, restrain or other appearances before any Governmental Entity with respect to restrict, the transactions contemplated by this AgreementAgreement or that in any manner prohibits, modifies or alters this Agreement (or seeks to do the same), even if such decision order, judgment, determination, decree or Law imposes or seeks to impose obligations that do not constitute a Burdensome Condition; and (iv) consulting and cooperating with one another in connection with all analysesprovided that no party shall be required to make any filing whatsoever to challenge any decision, appearancesorder, presentationsjudgment, memorandadetermination or decree of the PUCT or the FERC; provided further, briefshowever, argumentsthat if any of Parent, opinions and proposals made Merger Sub, Merger Partnership, the Company or submitted by the Partnership files exceptions to or on behalf a motion for rehearing or appeal of any party hereto in connection with proceedings under permanent, preliminary or relating to the Antitrust Lawstemporary injunction, decision, order, judgment, or determination, decree or Law entered, issued or enacted by any Governmental Entity, then no other Party shall oppose or contest such filing. (d) Notwithstanding the foregoing, each party may in good faith designate commercially and/or competitively sensitive information and materials of that party as “outside counsel only,” in which case the information will be made available only to the receiving party’s outside counsel. (e) For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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.

Further Action; Efforts. (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties shall and shall cause each of their respective Subsidiaries and their respective Affiliates to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to reasonably assist and cooperate with each the other party in order to dodoing, all things necessary, proper or advisable under applicable Law to consummate and make effective, as promptly as reasonably practicable, the transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing required to be satisfied by such party set forth in Article VI to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Entity in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities or other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including under filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an Action by, any Antitrust LawGovernmental Entity or other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (iv) subject to Section 5.7(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, against such party challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) executing and delivering any additional instruments necessary or advisable to consummate the transactions contemplated by this Agreement at and to fully carry out the earliest practicable datepurposes of this Agreement, including other than in the case of each of clauses (i) as promptly as practicable making all necessary filings, and thereafter make any other required submissionsthrough (v), with respect to registrations, filings, approvals, consents, authorizations or orders, lawsuits or other legal proceedings, from or by any Governmental Entity or the expiration of any waiting periods, in each case relating to Antitrust Laws, which are the subject of Section 5.7(b) and Section 5.7(c) and not this Agreement Section 5.7(a). (b) Upon the terms and subject to the Merger conditions set forth in this Agreement, each of the parties agrees to make any filings required under to be made pursuant to the Securities Act, the Exchange HSR Act or and any other applicable securities Antitrust Laws and (ii) as promptly as practicable, providing any notice to, and using reasonable best efforts with respect to obtain any consent, waiver or approval from, any third party required in connection with the transactions contemplated by this Agreement under any Contract to which such party is a party. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver of any condition set forth in Article VI. (b) In furtherance and not in limitation of the provisions of Section 5.7(a), each of the parties, as applicable, agrees to prepare and file as promptly as practicablereasonably practicable (and in any event, with respect to any filings to be made pursuant to the HSR Act, within 10 Business Days following the date of this Agreement) and to supply as promptly as reasonably practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested by such Governmental Entities pursuant to any Antitrust Laws. The parties shall request early termination of the applicable HSR Act waiting period and use commercially reasonable efforts to obtain the termination of such waiting period as promptly as reasonably practicable (and in any event by no later than five Business Days from the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR ActTermination Date). Parent shall pay all filing fees for the filings required under the HSR Act by the Company and Parent. (c) The parties shall keep use their reasonable best efforts to ensure that all such antitrust filings to be made shall be made in substantial compliance with the requirements of the applicable Antitrust Laws. In furtherance, and without limiting the generality, of the foregoing, the parties shall use their reasonable best efforts to (i) cooperate with and assist each other apprised of the status of matters relating in good faith to (A) provide or cause to be provided as promptly as reasonably practicable to the completion other party all necessary information and assistance as any Governmental Entity may from time to time require of such party in connection with obtaining the relevant waivers, permits, consents, approvals, authorizations, qualifications, orders or expiration of waiting periods (collectively, “Consents”) in relation to such filings or in connection with any other review or investigation of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable by a Governmental Entity pursuant to any Antitrust Laws and (B) provide or cause to be provided as promptly as reasonably practicable all assistance and cooperation to allow the other party to prepare and submit any such filings or submissions required to be submitted under any Antitrust Laws, including providing to the other party any information that the other party may from time to time reasonably require for the purpose of any filing with, notification to, application with, or request for further information made by, any Governmental Entity in connection with respect of any such filing. Notwithstanding anything to the transaction contemplated by contrary in this Agreement, includingParent shall direct and control all aspects of the strategy and process relating to obtaining Consents under Antitrust Laws; provided, however, that Parent shall reasonably consult with the Company and in good faith consider the Company’s views regarding the overall strategic direction of obtaining such Consents. To the extent permitted by applicable Law, (x) each party shall consult with the other party prior to taking any material substantive position in any written submissions or, to the extent related thereto: practicable, in any discussions with Governmental Entities with respect to Consents under Antitrust Laws and (iy) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and in relation to each step of the procedure before the relevant Governmental Entities, and informing each other as to the contents of all substantive communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification or other submission in relation to the transactions contemplated hereunder without first providing shall permit the other party with a true, correct to review and complete copy of such notification discuss in draft form and giving such other party a reasonable opportunity to comment before it is filed with the relevant Governmental Entitiesadvance, and such first party shall consider in good faith all reasonable comments timely made by the views of the other party in this respect; (ii) furnishing connection with, any analyses, presentations, memoranda, briefs, written arguments, opinions, written proposals or other materials to be submitted to the other party all information within its possession that is required for any application or other submission to be made by the other party pursuant to the applicable Law Governmental Entities in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of . No party will independently participate in any communications from or formal meeting with any Governmental Entity with respect to the transactions contemplated by this Agreement and providingwithout giving the other parties prior notice of the meeting and, to the extent permitted by Law or such Governmental Entity, each party an the opportunity to attend and participate in such meeting. To the extent permitted by applicable Law, each party shall keep the other apprised of the material content and status of any meetings with or other appearances before material communications with, and material communications from, any Governmental Entity with respect to the transactions contemplated by this Agreement, including promptly notifying the other party of any material communication it receives from any Governmental Entity relating to any review or investigation of the transactions contemplated by this Agreement under any Antitrust Laws. To the extent permitted by applicable Law, the parties shall, and shall use their reasonable best efforts to cause their respective Affiliates to, use their reasonable best efforts to provide the other parties with copies of all material correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement or the transactions contemplated hereunder; andprovided, however, that materials may be redacted (1) to remove references concerning the valuation of Parent and its Subsidiaries and Affiliates or the Company and its Subsidiaries, as applicable, (2) as necessary to comply with any Laws, and (3) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (ivc) consulting Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Parent under Section 5.7(b) shall include Parent committing to (i) selling, divesting, or otherwise conveying particular assets, categories, portions or parts of assets or businesses of Parent and cooperating its Affiliates, (ii) agreeing to sell, divest, or otherwise convey any particular asset, category, portion or part of an asset or business of the Company and its Subsidiaries contemporaneously with one another or subsequent to the Effective Time, and (iii) licensing, holding separate or entering into similar arrangements with respect to its respective assets or the assets of the Company or any of their respective Subsidiaries or conduct of business arrangements or terminating any and all existing relationships and contractual rights and obligations as a condition to obtaining any and all expirations of waiting periods under the HSR Act; provided that notwithstanding anything in this Agreement to the contrary, (a) neither Parent nor any of its Affiliates shall be required to take, nor shall the Company or any of its Subsidiaries be permitted to take, any action in connection with obtaining any Consent under any Antitrust Law unless (x) it is conditioned upon consummation of the Merger and (y) such action would not individually and in the aggregate with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made other actions taken or submitted by or on behalf of any party hereto to be taken in connection with proceedings obtaining Consents under Antitrust Laws have the result specified in Section 5.7(c) of the Company Disclosure Letter and (b) neither the Company nor any of its Affiliates will take any action, or relating propose, commit or agree to take any action, that relates to its businesses, assets, properties, product lines, equity interests, relationships, ventures, contractual rights, or obligations in connection with obtaining Consents under Antitrust Laws without the prior written consent of Parent. In the event of any conflict between subsections (a), (b), (c) or (d) of this Section 5.7, the provisions of this Section 5.7(c) shall, with respect to the Antitrust Lawsmatters addressed in this Section 5.7(c), supersede the provisions of subsections (a), (b) and (d) of this Section 5.7. (d) Notwithstanding Each of the foregoingparties shall, and shall cause each of their respective Subsidiaries to, defend through litigation on the merits so as to enable the parties to close the transactions contemplated hereby as promptly as reasonably practicable (and in any event prior to the Termination Date) any claim asserted in court or an administrative or other tribunal by any antitrust or competition Governmental Entity under Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any order (whether temporary, preliminary or permanent) that could prevent or delay beyond the Termination Date the Closing from occurring; provided, however, that, for the avoidance of doubt, such litigation shall in no way limit the obligations of the parties to comply with their other obligations under the terms of this Section 5.7. Parent shall direct and control, and the Company shall be entitled to participate in, any such litigation, each party may in good faith designate commercially and/or competitively sensitive information and materials with counsel of that party as “outside counsel only,” in which case the information will be made available only to the receiving party’s outside counselits own choosing. (e) For purposes of Notwithstanding anything to the contrary in this Agreement, “Antitrust Law” means in connection with obtaining any approval or consent from any Person (other than any Governmental Entity) with respect to the ▇▇▇▇▇▇▇ Acttransactions contemplated by this Agreement, neither Parent nor the Company nor any of their respective Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person (except as amendedmay be required under applicable Law or any Contract with any such Person). Subject to the immediately foregoing sentence, the ▇▇▇▇▇▇▇ Actparties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents. The parties acknowledge and agree that the obligation to agree to obtain the Consents or otherwise consummate the transactions contemplated by this Agreement “as promptly as reasonably practicable” shall not preclude or restrict Parent from (i) engaging in discussions or negotiations with any applicable Governmental Entity regarding the requirement, as amendedadvisability, scope or terms of actions that may be required to obtain the HSR ActConsents or otherwise consummate the transactions contemplated by this Agreement, or (ii) engaging in litigation (including any appeals) with any Governmental Entity relating to the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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 acquisitionmatters contemplated by this Section 5.4.

Further Action; Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, prior to the Effective Time, each of the parties shall party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) laws and regulations to consummate the Offer, the Merger and the other transactions contemplated by this Agreement at Agreement; provided, that nothing in this Section 6.6 shall require Parent or Purchaser to keep the earliest practicable dateOffer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoing, including (i) as promptly as practicable making all necessary filingsto the extent required under any applicable Antitrust Laws, and thereafter each party hereto agrees to make any other required submissionsfilings or applications under such Antitrust Laws, as applicable, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) transactions contemplated hereby as promptly as practicable, providing to supply as promptly as reasonably practicable any notice toadditional information and documentary material that may be requested pursuant to such Antitrust Laws, as applicable, and using reasonable best efforts to take all other actions necessary, proper or advisable to obtain consents, approvals or authorizations and to cause the expiration or termination of any consentapplicable waiting periods under such Antitrust Laws, waiver or approval fromas soon as practicable, any third party required including by requesting early termination of the waiting period, if provided for in such Antitrust Laws. (b) Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Contract Antitrust Law, use its reasonable best efforts to which (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party is a party. Notwithstanding from, or given by such party to, the foregoing Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or anything else to contrary, nothing in this Agreement shall require a waiver any other U.S. or foreign Governmental Entity and of any condition set forth communication received or given in Article VIconnection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (bc) In furtherance and not in limitation of the provisions covenants of Section 5.7(athe parties contained in Sections 6.6(a) and (b), if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of the partiesParent, as applicable, agrees to prepare Purchaser and file as promptly as practicable, and in any event by no later than five Business Days from the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act. Parent shall pay all filing fees for the filings required under the HSR Act by the Company and Parent. (c) The parties shall keep each other apprised of the status of matters relating use its reasonable best efforts to the completion resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement and work cooperatively Agreement, including in connection with obtaining order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the approvals consummation of the transactions contemplated hereby. (d) In the event that any administrative or clearances from each applicable judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity required in connection with or private party challenging the Merger or any other transaction contemplated by this Agreement, includingor any other agreement contemplated hereby, to each of Parent, Purchaser and the extent related thereto: (i) cooperating Company shall cooperate in all respects with each other in connection with filings required and use its respective reasonable best efforts to be made by contest and resist any party under such action or proceeding and to have vacated, lifted, reversed or overturned any Antitrust Law and in relation to each step of the procedure before the relevant Governmental Entitiesdecree, and informing each other as to the contents of all substantive communications with such Governmental Entities. In particularjudgment, to the extent permitted by Law or Governmental Entity, no party will make any notification injunction or other submission in relation to the transactions contemplated hereunder without first providing the other party with a trueorder, correct and complete copy of such notification in draft form and giving such other party a reasonable opportunity to comment before it is filed with the relevant Governmental Entitieswhether temporary, and such first party shall consider in good faith all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other party all information within its possession preliminary or permanent, that is required for any application in effect and that prohibits, prevents or other submission to be made by the other party pursuant to the applicable Law in connection with restricts consummation of the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and providing, to the extent permitted by Law or Governmental Entity, each party an opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; and (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Laws. (d) Notwithstanding the foregoing, each party may in good faith designate commercially and/or competitively sensitive information and materials of that party as “outside counsel only,” in which case the information will be made available only to the receiving party’s outside counsel. (e) For purposes Notwithstanding the foregoing or any other provision of this Agreement, “Antitrust Law” means (i) nothing in this Section 6.6 shall limit a party’s right to terminate this Agreement pursuant to Section 8.2 and (ii) nothing in this Agreement shall obligate Parent, Purchaser or any of their respective Affiliates to agree (A) to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the ▇▇▇▇▇▇▇ ActShares), as amendedor to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or (B) to limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties or of the businesses, properties or assets of the Company and its Subsidiaries. (f) Prior to the Purchase Time, the ▇▇▇▇▇▇▇ ActCompany shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as amendedmay be necessary or appropriate for the consummation of the transactions contemplated hereby or required by the terms of any Contract as a result of the execution, performance or consummation of the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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 acquisitiontransactions contemplated hereby.

Further Action; Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date, including (i) as promptly as practicable making all necessary filingsAgreement, and thereafter make no party hereto shall fail to take or cause to be taken any other required submissionsaction that would reasonably be expected to prevent, with respect to this Agreement and impede or materially delay the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable, providing any notice to, and using reasonable best efforts to obtain any consent, waiver or approval from, any third party required in connection with consummation of the transactions contemplated by this Agreement under any Contract to which such party is a partyhereby. Notwithstanding the foregoing or anything else to contraryforegoing, and except as otherwise contemplated by Section 5.6(c), nothing in this Agreement shall require a waiver Parent or Merger Sub to, and the Company shall not without the prior written consent of Parent, agree to any condition set forth modification to or accommodation under any Contract or undertake any liability in Article VI. (b) connection with obtaining any consent under any Contract. In furtherance and not in limitation of the provisions of Section 5.7(a)foregoing, each of the parties, as applicable, party hereto agrees to prepare and file as promptly as practicablemake, and in if required, appropriate filings under any event by no later than five Business Days from the date of this AgreementAntitrust Law, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and, in the case of the HSR Act. Parent shall pay , in any event within ten Business Days of the date hereof and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all filing fees for other commercially reasonable actions necessary, proper or advisable to cause the filings required expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 5.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the DOJ or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iii) permit the other party a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Person, give the other party the reasonable opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other side under this Section 5.6(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel regarding Antitrust Law of the recipient and will not be disclosed by outside counsel to employees, officers, directors or consultants of the recipient or any of its Affiliates 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. Each of the Company and Parent shall cause its respective counsel regarding Antitrust Law to comply with this Section 5.6(b). Notwithstanding anything to the contrary in this Section 5.6(b), materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and privileged communications. (c) The parties Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its Subsidiaries or Affiliates shall keep each other apprised be obligated to, and neither the Company nor any of its Subsidiaries shall without the prior written consent of Parent (which consent shall be in sole discretion of Parent), (i) proffer to, agree to or become subject to any order, judgment or decree to (A), sell, license or dispose of or hold separate before or after the Closing, any assets, businesses, product lines or interest in any assets or businesses of Parent or any of its Affiliates, (B) make or accept, any changes, modifications, limitations or restrictions in the operations of any assets or businesses of Parent or any of its Subsidiaries, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound or any of the status relationships of matters Parent or any of its Subsidiaries with any other Persons (contractual or otherwise) or (C) any concession, accommodation or liability relating to Parent or any of its Subsidiaries or (ii) proffer to, agree to or become subject to any order, judgment or decree to (or consent to) (A) sell, license or dispose of or hold separate before or after the completion Closing, any assets, businesses, product lines or interest in any assets or businesses of the Company or any of its Subsidiaries, (B) any changes, modifications, limitations or restrictions in the operations of any assets or businesses of the Company or any of its Subsidiaries, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound or any of the relationships of the Company or any of its Subsidiaries with any other Persons (contractual or otherwise) or (C) any concession, accommodation or liability with respect to the Company or any of its Subsidiaries that, in the case of clause (ii)(A) through clause (ii)(C) would, individually or in the aggregate, materially diminish the expected benefits of the transactions contemplated by this Agreement to Parent and work cooperatively its Subsidiaries (including the Company and its Subsidiaries, taken as a whole (the items in connection with obtaining the approvals of or clearances from each applicable Governmental Entity required in connection with the transaction contemplated by this Agreement, including, to the extent related thereto: clauses (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and in relation to each step of the procedure before the relevant Governmental Entities, and informing each other as to the contents of all substantive communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification or other submission in relation to the transactions contemplated hereunder without first providing the other party with a true, correct and complete copy of such notification in draft form and giving such other party a reasonable opportunity to comment before it is filed with the relevant Governmental Entities, and such first party shall consider in good faith all reasonable comments timely made by the other party in this respect; through (ii), a “Burdensome Action”) furnishing to the other party all information within its possession that is required for any application or other submission to be made by the other party pursuant to the applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of commence or participate in any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and providing, to the extent permitted by Law or Governmental Entity, each party an opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; and (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Lawslitigation. (d) Notwithstanding the foregoing, each party may in good faith designate commercially and/or competitively sensitive information and materials of that party as “outside counsel only,” in which case the information will be made available only to the receiving party’s outside counsel. (e) For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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.

Further Action; Efforts. (a) Upon Subject to the terms and subject to the conditions of set forth in this Agreement, the Company, Parent and Merger Sub and their respective Representatives shall cooperate with each of the parties other and use (and shall use cause their respective subsidiaries to use) their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Law (including under any Antitrust Law) Laws to cause the applicable conditions set forth in ARTICLE VII to be satisfied and to consummate and make effective the Merger and the other transactions contemplated by this Agreement at the earliest practicable dateas soon as reasonably practicable, including (i) preparing, executing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable making all consents, registrations, approvals, permits and authorizations necessary filings, and thereafter make any other required submissions, with respect or advisable to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable, providing any notice to, and using reasonable best efforts to obtain any consent, waiver or approval from, be obtained from any third party required and/or any Governmental Entity in connection with order to consummate the Merger or any of the other transactions contemplated by this Agreement under any Contract to which such party is a party. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver of any condition set forth in Article VIAgreement. (b) In furtherance and not in limitation Subject to the right of the provisions Company to withhold such portions of Section 5.7(adocuments or information to the extent relating to pricing or other matters that are highly sensitive if the exchange of such information (or portions thereof) were to occur (provided, however, that the foregoing limitation shall not be applicable to any information required to be described or disclosed in the Schedule 13E-3), each of the parties, as applicable, agrees to prepare and file as promptly as practicable, and in any event by no later than five Business Days from the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act. Parent shall pay all filing fees for the filings required under the HSR Act by the Company and Parent. (c) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity required Entity, including without prejudice to any rights of the parties hereunder, consulting and cooperating in connection with the transaction contemplated by this Agreement, including, to the extent related thereto: (i) cooperating all respects with each other in connection with filings required to be made defending all lawsuits and other proceedings by or before any party under any Antitrust Law and in relation to each step Governmental Entity challenging this Agreement or the consummation of the procedure before the relevant Governmental Entities, and informing each other as to the contents of all substantive communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification or other submission in relation to the transactions contemplated hereunder without first providing the other party with a true, correct and complete copy of such notification in draft form and giving such other party a reasonable opportunity to comment before it is filed with the relevant Governmental Entities, and such first party shall consider in good faith all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other party all information within its possession that is required for any application or other submission to be made by the other party pursuant to the applicable Law in connection with the transactions contemplated by this Agreement;. (iiic) promptly notifying each other Nothing in this Section 6.8 shall require Parent, Merger Sub, or any Affiliate of Parent, Merger Sub or any communications from Consortium Member to dispose, or with cause the disposal of, any Governmental Entity of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the transactions contemplated by this Agreement and providing, to Company’s assets or limits of the extent permitted by Law or Governmental Entity, each party an opportunity to attend any meetings with or other appearances before any Governmental Entity Company’s freedom of action with respect to the transactions contemplated by this Agreement; and (iv) consulting and cooperating with one another in connection with all analysesany of its businesses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by to commit or on behalf agree to any of any party hereto in connection with proceedings under or relating to the Antitrust Laws. (d) Notwithstanding the foregoing, each party may and nothing in good faith designate commercially and/or competitively sensitive information and materials this Section 6.8 shall authorize the Company to commit or agree to any of that party as “outside counsel only,” in which case the information will be made available only foregoing to obtain any consents, approvals, permits or authorizations to remove any impediments to the receiving party’s outside counselMerger relating to any applicable Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding relating to any applicable Law. (e) For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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.

Further Action; Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties shall party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement at the earliest practicable dateAgreement, including (i) as promptly as practicable making the satisfaction by the Company of any and all necessary filings, and thereafter make any other required submissions, notice obligations with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable, providing any notice to, and using reasonable best efforts to obtain any consent, waiver or approval from, any third party required in connection with the transactions contemplated by this Agreement under any Contract to which such party is a party. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver holders of any condition set forth in Article VIcapital stock, Options or Warrants of the Company (or the receipt by the Company of the requisite waivers thereof). (b) In furtherance and not in limitation of the provisions of Section 5.7(a)subsection (a) above, each of Parent, Merger Sub and the parties, as applicable, agrees to prepare and file Company shall as promptly as practicable, reasonably practicable and in any event by no later than five Business Days from within ten business days of the date hereof duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of this Agreement, an appropriate filing the Department of a Notification Justice (the “Antitrust Division”) the notification and Report Form pursuant to the HSR Act. Parent shall pay all filing fees for the filings report form required under the HSR Act by the Company and Parent. (c) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity required in connection with the transaction contemplated by this Agreement, including, to the extent related thereto: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and in relation to each step of the procedure before the relevant Governmental Entities, and informing each other as to the contents of all substantive communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification or other submission in relation to the transactions contemplated hereunder without first providing the other party with a true, correct and complete copy of such notification in draft form and giving such other party a reasonable opportunity to comment before it is filed with the relevant Governmental Entities, and such first party shall consider in good faith all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other party all information within its possession that is required for any application or other submission to be made by the other party pursuant to the applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and providingto supply as promptly as reasonably practicable any additional information and documentary material that may be requested under the HSR Act and use its reasonable best efforts to take or cause to be taken all other actions necessary, to proper or advisable consistent with this Section 6.8. Each of Parent and the extent permitted by Law Company shall (i) promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or Governmental Entity, each party an opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to regarding any of the transactions contemplated by this Agreement; , (ii) respond as promptly as reasonably practicable under the circumstances to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from either Governmental Entity, (iii) not participate, or permit their affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so 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, (iv) consulting not extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and cooperating (v) not enter into any agreement with one another in connection with all analysesany Governmental Entity not to consummate the transactions contemplated by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made conditioned or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Lawsdelayed). (dc) Notwithstanding In furtherance and not in limitation of the foregoing, each party may covenants of the parties contained in good faith designate commercially and/or competitively sensitive information subsections (a) and materials of that party as “outside counsel only,” in which case the information will be made available only to the receiving party’s outside counsel. (eb) For purposes of this AgreementSection 6.8, “Antitrust Law” means Parent and the ▇▇▇▇▇▇▇ ActCompany shall use their respective reasonable best efforts to avoid the entry of, as amendedor to have vacated, lifted, reversed or overturned, any injunction, judgment, order or decree that would restrain, prevent or delay the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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 acquisitionClosing.

Further Action; Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties shall use its reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law or Foreign Merger Control Law, including in connection with any filing relating to CFIUS, and including obtaining all approvals, consents, waivers of any third party necessary, proper or advisable) to consummate the transactions contemplated by this Agreement at as soon as practicable, (ii) do all things necessary, proper or advisable under applicable laws and regulations to consummate the earliest practicable dateMerger and the other transactions contemplated by this Agreement as soon as practicable, including including: (iA) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as promptly as practicable making all are necessary filingsto obtain any requisite consent or approval, and thereafter make or expiration of any other required submissionsapplicable waiting period under, the HSR Act, any applicable Antitrust Law or any applicable Foreign Merger Control Law or with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws CFIUS and (iiB) as promptly as practicable, providing any notice to, and using reasonable best efforts to obtain defend all lawsuits and other proceedings by or before any consentGovernmental Entity challenging this Agreement or the consummation of the Merger and (iii) resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law or Foreign Merger Control Law raised by any Governmental Entity and to prevent the entry of any court order, waiver and to have vacated, lifted, reversed or approval fromoverturned any injunction, decree, ruling, order or other action of any third party required Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth in connection with this Agreement, in no event shall Parent or Merger Sub be obligated pursuant to this Agreement to, and the Company shall not without the written consent of Parent, divest or hold separate any assets or to take or commit to take any action which would be reasonably likely to (i) materially adversely impact the benefits expected to be derived by Parent, as a result of the transactions contemplated by this Agreement under any Contract to which such party is a party. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver (ii) impose material limitations on Parent’s ownership or operation (or that of any condition set forth in Article VIof Parent’s subsidiaries or affiliates) of all or a material portion of the Company’s business or assets. (b) In furtherance and not in limitation of the provisions of Section 5.7(a6.8(a), each of the parties, as applicable, agrees to prepare and file as promptly as reasonably practicable, (A) and in any event by no later than five fifteen (15) Business Days from the date of this Agreement, Agreement (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (ii) an appropriate notification form pursuant to the requirements of the Canadian Competition Act, as amended and (iii) an appropriate notification form pursuant to the requirements of Brazil Antitrust Law of June 11, 1994, as amended, and any regulations and resolutions promulgated in connection therewith, and (iv) any draft filings, notifications or reports required under the EUMR and (B) to the extent required, any initial filings, notifications or reports required under the jurisdictions set forth on Section 7.1(b) of the Company Disclosure Schedule. Parent shall pay all filing fees for the filings required under the HSR Act by the Company and Parent. (c) The parties shall keep each other apprised of the status of significant matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity required in connection with the transaction contemplated by this AgreementEntity, including, to the extent related thereto: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law or Foreign Merger Control Law and coordinating with each other in relation to each step of the procedure before the relevant Governmental Entities, Entities and informing each other as to the contents of all substantive material communications with such Governmental Entities. In particular, to the extent permitted by Law law or Governmental Entity, no party will make any material notification or other submission to any Governmental Entity in relation to the transactions contemplated hereunder without first providing the other party with a true, correct and complete copy of such notification in draft form and giving such other party a reasonable opportunity to comment discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider in good faith and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing furnishing, to the extent permitted by law, to the other party all necessary information within its possession that is the other party may reasonably request in connection with filings required for any application or other submission to be made by the such other party pursuant to the applicable Law in connection with the transactions contemplated by this Agreement;under Antitrust Laws and Foreign Merger Control Laws; and (iii) promptly notifying each other of any material communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and providing, ensuring to the extent permitted by Law law or Governmental Entity, Entity that each party an of the parties is given the opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; and (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Laws. (d) Parent will, as promptly as practicable after the date hereof, commence discussions with the CFIUS staff regarding the transactions contemplated by this Agreement, and Parent and the Company will as promptly as practicable after the date hereof cooperate to prepare the notice pursuant to the Exon-▇▇▇▇▇▇ Amendment to be used if Parent deems such filing necessary. For the avoidance of doubt, Parent and the Company shall commence preparation of such notice prior to receipt of or any guidance on a final determination, if any, from the CFIUS staff, and, so long as the Company timely provides all reasonable cooperation in connection therewith, including providing all information reasonably necessary for the preparation of a draft joint notice, Parent shall within twenty (20) Business Days of the date hereof either (i) provide the initial draft joint notice pursuant to the Exon-▇▇▇▇▇▇ Amendment to the CFIUS staff, if Parent deems such filing necessary or (ii) notify the Company that it does not deem such filing necessary. (e) The Company shall give prompt notice to Parent and Merger Sub, and copies of any correspondence to or from the FDA, any Foreign Regulatory Entity or Healthcare Governmental Entity containing substantive, factual or legal issues that relate to the compliance status of the Company or any of its subsidiaries and/or any of their respective products or otherwise provide the other party with reasonable information or respond to reasonable requests for information with respect to such matters. The Company shall give due consideration, following reasonable prior notice to Parent, to any advice from Parent as to how to respond to any material correspondence from the FDA, any Foreign Regulatory Entity or Healthcare Governmental Entity or with respect to any other material submissions to any of the foregoing. If the Company is invited to participate in any meeting with the FDA with respect to the letter received on May 5, 2011, any warning letter, untitled letter, notice of violation letter, FDA establishment inspection close-out, recall, or any enforcement action initiated by FDA, or invited to participate in any meeting with any Foreign Regulatory Entity pertaining to similar matters, then the Company shall give Parent reasonable prior notice of such meeting and invite one outside representative of Parent (designated by Parent and who is qualified as a subject matter expert reasonably acceptable to the Company) to attend such meeting unless prohibited by the FDA or such Foreign Regulatory Entity. The Company will (i) cooperate with, and provide reasonable access to, Parent’s representative for purposes of reviewing and assessing the Company’s FDA and Healthcare Law compliance programs and procedures, (ii) give due consideration to any resulting recommendations provided by Parent’s representative and (iii) use its reasonable best efforts to implement any such recommendations that it considers, in its own good faith judgment, to be advisable. (f) Notwithstanding the foregoingforegoing provisions of this Section 6.8, each party may in good faith designate commercially and/or competitively sensitive information and materials of that a party as “will be provided to the other party on an outside counsel only,” counsel-only basis while, to the extent feasible, making a version in which case the commercial and/or competitively sensitive information will be made has been redacted available only to the receiving other party’s outside counsel. (e) For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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.

Further Action; Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties shall use (x) its commercially reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date, including (i) as promptly soon as practicable making all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) do all things necessary, proper or advisable under applicable Law to consummate the Merger and the other transactions contemplated by this Agreement as promptly soon as practicable, providing any notice toincluding: (A) causing the preparation and filing of all forms, registrations and using reasonable best efforts notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any consentrequisite consent or expiration of any applicable waiting period under the HSR Act; and (B) using commercially reasonable efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (y) commercially reasonable efforts to resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, waiver and to have vacated, lifted, reversed or approval fromoverturned any injunction, decree, ruling, order or other action of any third party required in connection with Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement under any Contract to which such party is a party. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver of any condition set forth in Article VIAgreement. (b) In If applicable, in furtherance and not in limitation of the provisions of Section 5.7(a6.7(a), each of the parties, as applicable, parties agrees to prepare and file as promptly as practicable, and in any event by no later than five Business Days from the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR ActAct and to file as promptly as practicable any filings, notifications or reports required under any Foreign Merger Control Laws. Parent shall pay all filing fees for the filings required under the HSR Act by the Company and Parent. (c) If a party receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, a response which is, at a minimum, in substantial compliance with such request. (d) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity required in connection with the transaction contemplated by this AgreementEntity, including, to the extent related thereto: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities, Entities and informing each other as to the contents of all substantive material communications with such Governmental Entities. In particular, to the extent permitted by Law or such Governmental Entity, no party will make any notification or other submission in relation to the transactions contemplated hereunder without first providing the other party with a true, correct and complete copy of such notification in draft form and giving such other party a reasonable opportunity to comment discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider in good faith and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other party all necessary information within its possession that is the other party may reasonably request in connection with filings required for any application or other submission to be made by the such other party pursuant to the applicable Law in connection with the transactions contemplated by this Agreementunder Antitrust Laws; (iii) promptly notifying each other of any material communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and providing, ensuring to the extent permitted by Law or such Governmental Entity, Entity that each party an of the parties is given the opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; and; (iv) consulting and cooperating with one another in connection with all material analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all material respects with the other in defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (de) In addition, each of the parties shall take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to obtain the expiration of all waiting periods and obtain all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Parent under Section 6.7(a)(y) to use its commercially reasonable efforts shall not include Parent committing, if necessary, to: (i) selling, divesting, or otherwise conveying particular assets, categories, portions or parts of assets or businesses of the Company and any of its subsidiaries; (ii) agreeing to sell, divest, or otherwise convey any particular asset, category, portion or part of an asset or business of the Company and its subsidiaries contemporaneously with or subsequent to the Effective Time; (iii) permitting the Company to sell, divest, or otherwise convey any of the particular assets, categories, portions or parts of assets or business of the Company or any of its subsidiaries prior to the Effective Time; and (iv) licensing, holding separate or entering into similar arrangements with respect to its respective assets or the assets of the Company or conduct of business arrangements or terminating any and all existing relationships and contractual rights and obligations of the Company as a condition to obtaining any and all expirations of waiting periods under the HSR Act or consents from any Governmental Entity necessary, to consummate the transactions contemplated hereby. (g) Notwithstanding the foregoing, each party may in good faith designate commercially and/or competitively sensitive information and materials of that a party as “will be provided to the other party on an outside counsel only,” counsel-only basis while, to the extent feasible, making a version in which case the commercial and/or competitively sensitive information will be made has been redacted available only to the receiving other party’s outside counsel. (e) For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws 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.