Common use of Further Action; Reasonable Best Efforts Clause in Contracts

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the Transactionsmost expeditious manner reasonably practicable, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or PurchaserAgreement. Without limiting the foregoing, each of the Company, Parent and Purchaser Merger Sub shall file as soon as practicable notifications make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to the Merger and respond the transactions contemplated hereby and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, in all cases, as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement. Each party acknowledges that its goal is to file any required submissions under the HSR Act within 15 Business Days after the date of this Agreement jointly give notice of the Transactions promptly and to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") file other required filings pursuant to other Antitrust Laws within 45 calendar days after the Exon-Flor▇▇ ▇▇▇visiondate of this Agreement and that if a party is not prepared to file any such submission or filing within such period, and each its senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other party. Each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make Merger Sub shall supply as soon promptly as reasonably practicable such other filings as any additional information and documentary material that may be necessary requested pursuant to the HSR Act or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable other Laws with respect to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate which a filing has been made and use its reasonable best efforts to vigorously contest and resist any Actiontake or cause to be taken all actions necessary, including administrative proper or judicial Actionadvisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to have vacatedbe or should be made or consents, liftedapprovals, reversed permits or overturned authorizations are required to be or should be obtained under any decreeother federal, judgmentstate or foreign Law or regulation or whether any consents, injunction approvals or waivers are required to be or should be obtained from other order (whether temporary, preliminary parties to contracts or permanent) that is instruments material to the Company’s or its Subsidiaries’ business in effect and that restricts, prevents or prohibits connection with the consummation of the Transactionstransactions contemplated by this Agreement and (B) in promptly making any such filings, includingfurnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. (b) In the event that any action, suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the date hereof, the parties hereto agree to cooperate and use their reasonable best efforts to defend vigorously against it and respond thereto. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the Merger, (i) without limitationthe prior written consent of Parent (which shall not be unreasonably withheld or delayed), by vigorously pursuing none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any material amount of cash or other consideration, make any material commitment or incur any material liability or other material obligation due to such person and (ii) except with respect to the Financing Commitments, neither Parent nor Merger Sub shall be required to pay or commit to pay to such person whose approval or consent is being solicited any material amount of cash or other consideration, make any material commitment or to incur any material liability or other material obligation; provided, however, that Parent and Merger Sub shall give the Company the opportunity to make such payments. (d) Nothing in this Agreement shall obligate Parent, Merger Sub or any of their respective Affiliates to agree (i) to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or to divest, dispose of or hold separate any securities or all available avenues or a material portion of administrative their respective businesses, assets or properties or a material portion of the business, assets or properties of the Company or any of its Subsidiaries or (ii) to limit in any material respect the ability of such entities (A) to conduct their respective businesses or own such material assets or properties or to conduct the businesses or own the material properties or assets of the Company and judicial appealits Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and its Subsidiaries.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to as soon as practicably possible (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the Transactions, includingand (ii) obtain from Governmental Authorities and third parties any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Parent or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement. (b) Subject to appropriate confidentiality protections, each of Parent and the Company shall have the right to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (a) and (b) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions. (c) Merger Sub, the Company, and Parent shall use their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Schedule or (Biii) limits Parent's freedom of action with respect to, or its ability required to retain, prevent a Company Material Adverse Effect from occurring prior to the Company and Effective Time. In the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and Parent and their respective businesses resulting, or which could reasonably be required expected to result, after the Effective Time, from the failure to obtain such consent. In addition, at the request of Parent, the Company shall use its reasonable best efforts to obtain Permitsassist Parent in obtaining any estoppel certificates from any ground lessor under the ground leases underlying the Leased Properties. (d) Notwithstanding anything to the contrary in this Agreement, consentsin connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the Merger or any other Transaction, approvals(i) without the prior written consent of Parent which shall not be unreasonably withheld, authorizationsnone of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, qualifications make any commitment or incur any liability or other obligation due to such Person and orders only (ii) none of Parent, Merger Sub or their respective affiliates shall be required to pay or commit to pay to such Governmental Authorities Person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability or other obligation. (e) statement with respect to such prior fiscal month and parties (y) such other information or documents ordinarily produced by the Company (financial or otherwise) with respect to contracts with the Company and the its Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, as Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as Lenders may reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactionsrequest, including, without limitation, by vigorously pursuing all available avenues any weekly operating metrics and other key financial measures used to operate the business of administrative the Company and judicial appealits Subsidiaries in the ordinary course.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly (and in any event within 10 business days of the date hereof) its respective filings, and thereafter make any other reasonable required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions Merger and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the TransactionsMerger, including, without limitation, using its reasonable best efforts to promptly obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities (including the approval of the California Department of Insurance and the Illinois Department of Insurance (collectively, the “Form A Approvals”) and approval or non-disapproval within the statutory waiting period of any Form E pre-acquisition notification filings that are required by applicable Law (collectively, the “Form E Approvals”)) and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Transactions Merger and to fulfill the conditions to the Offer and Merger. Notwithstanding the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any actionforegoing, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any each of the Purchaserparties shall use reasonable best efforts to promptly obtain all consents, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action approvals and authorizations necessary with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company Leased Real Property. Parent shall be required to use its reasonable best efforts to obtain Permitsfile or submit applications for the Form A Approvals no later than September 14, consents, approvals, authorizations, qualifications 2012 and orders only of such all notification filings required for the Form E Approvals within 20 business days after the date hereof and to respond promptly to any request by any Governmental Authorities Authority for any additional information and parties to contracts with documentary material in connection therewith. Parent shall give the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoingits counsel a reasonable opportunity, the Companyif practicable, Parent to review and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to comment on any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information non-confidential filings or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority submittals made in connection with antitrust mattersthe Form A Approvals and the Form E Approvals, and all amendments or supplements thereto prior to their being filed or submitted. Concurrently with the filing Each of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly forward to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant other all notices, inquiries and other written communications received by it from any Governmental Authority relating to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Each of Parent and the Company agrees that Parent shall have to defend in good faith against any actions, suits or proceedings in which either party or its subsidiaries is named as defendant which seeks to enjoin, restrain or prohibit the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental AuthorityTransactions. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Subject to Section 6.04 and the termination rights provided in Article VIII, none of the Company, Parent or Merger Sub shall until the Effective Time, directly or indirectly, take any action or fail to take any action that is intended to, or that would reasonably be likely to, materially delay or prevent the consummation of the Transactions. (b) Each Notwithstanding anything to the contrary set forth in Section 6.08(a) or any other section of this Agreement, none of Parent, Merger Sub or any of their subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any material assets, business or portion of a business of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist Company, the Surviving Corporation, Parent, Merger Sub or any Actionof their respective subsidiaries, including administrative or judicial Action(ii) impose any material restriction, and to have vacated, lifted, reversed requirement or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation limitation on the operation of the Transactionsbusiness or portion of the business of the Company, includingthe Surviving Corporation, without limitationParent, by vigorously pursuing all available avenues Merger Sub or any of administrative and judicial appealtheir respective subsidiaries, other than any restriction, requirement or limitation that imposes upon Parent, the Surviving Corporation or the Insurance Subsidiary an obligation to seek written permission from the applicable Insurance Regulators prior to the Surviving Corporation or the Insurance Subsidiary paying any dividends for a period of three (3) years following Closing.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable, includingincluding but not limited to (i) cooperation in the preparation and filing of the Offer Documents, without limitationthe Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) Each The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to cooperate prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and use business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its reasonable best efforts subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to vigorously contest and resist any Action, including administrative or judicial Action, and action seeking to have vacatedimposed any order, lifted, reversed or overturned any decree, judgment, injunction injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that is in effect and that restrictswould delay, prevents restrain, enjoin or prohibits otherwise prohibit consummation of the TransactionsOffer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, includingto use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, without limitationthe posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, by vigorously pursuing all available avenues of administrative and judicial appealmodify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill satisfy the conditions precedent to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets obligations of any of the Purchaserparties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to assist Parent and Purchaser in obtaining any financing it may arrange in connection with the merger. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each of Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company Purchaser and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its their respective reasonable best efforts to obtain Permitsresolve such objections, consentsif any, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties as may be asserted with respect to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchasertransactions contemplated hereby under any applicable Law. Without limiting the foregoing, the CompanyCompany and Parent shall, Parent and Purchaser shall file as soon as practicable notifications practicable, file any required Notification and Report Forms under the HSR Act and respond as promptly as practicable to any inquiries received from with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice for additional information or documentation (the “Antitrust Division”) and shall use reasonable best efforts to respond as promptly as practicable to all inquiries and requests received from any State Attorney General the FTC or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act Antitrust Division for additional information or as soon thereafter as practicabledocumentation. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Company Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover Law or similar Law becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall each request early termination not be required to take any action to exempt any stockholder of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States from any such Law. ("CFIUS"d) pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (be) Each of the parties hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionprevent the entry of, and to have cause to be discharged or vacated, liftedany order or injunction of a Governmental Entity precluding, reversed restraining, enjoining or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibiting consummation of the TransactionsMerger. (f) Notwithstanding the foregoing provisions of this Section 5.5, includingneither Parent nor Purchaser shall be required to accept, without limitationas a condition to obtaining any required approval or resolving any objection of any Governmental Entity, by vigorously pursuing all available avenues any requirement to divest or hold separate or in trust (or the imposition of administrative and judicial appealany other condition or restriction with respect to) any of the respective businesses of Parent, Purchaser, the Company or any of their respective Subsidiaries, the Company Assets, the Parent Assets, the Company Real Property or the Parent Real Property.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each Each of the parties hereto shall agrees to use its commercially reasonable efforts to (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the TransactionsTransactions and, including(ii) obtain from Governmental Authorities and third parties any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Parent or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or in connection with the authorization, execution and delivery of this Agreement. (Bb) limits Parent's freedom of action with respect to, or its ability Prior to retainthe Effective Time, the Company shall (and shall cause each of its Subsidiaries to) use its commercially reasonable efforts, upon the Subsidiaries reasonable request of Parent or Merger Sub and at Parent’s or Merger Sub’s sole cost and expense (and if such costs or expenses are first paid by the Company or any portion thereof Subsidiary, Parent or any of Parent's or its affiliates' other assets or businesses; provided, further, that Merger Sub shall promptly reimburse the Company shall be required or such Subsidiary for such costs and expenses upon request), to use cooperate with Parent in connection with Parent’s arranging its reasonable best efforts debt financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or Company Subsidiary), including, but not limited to: (i) if requested by Parent, making the Company’s and its Subsidiaries’ officers available to obtain Permitsattend ratings agency meetings, consents, approvals, authorizations, qualifications and orders only to the arrangers of such Governmental Authorities financings and parties to contracts with the Company Parent’s existing and the Subsidiaries that are potential lenders, (ii) providing such information reasonably requested by Parent and/or Purchaseror the arrangers of such financing and existing and potential lenders (including information reasonably requested to be included in the materials contemplated by the Debt Financing Commitments), (iii) providing (when available) interim unaudited financial statements for each quarterly period ended prior to the Closing Date since the date of the latest audited financial statements, and (iv) providing to the holders of Indebtedness existing as of the Closing Date all such notifications (including redemption notices), certificates and other information as may be required by the instruments governing such Indebtedness and requests for payoff letters in order to effect the payoff of such Indebtedness and the release of any liens securing such Indebtedness concurrently with the Closing as contemplated by Section 2.02(c)(i). Without limiting the foregoing, the Company, Notwithstanding any cooperation provided to Parent and Purchaser Merger Sub by the Company with respect to financing pursuant to this Section 6.04, each of Parent and Merger Sub agrees and acknowledges that the Closing of the Transactions shall file as not be subject to any financing contingency or to the receipt of debt financing by Parent or Merger Sub. (c) As soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice (and in any event no later than 10 days after the date of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇visionthis Agreement), and each of the parties hereto shall make such additional filings agrees to file the notifications and submissions and take such other actions as may information, if any, required to be reasonably necessary 40 36 under filed pursuant to the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion HSR Act with respect to a decision the Transactions contemplated by this Agreement and to supply as promptly as practicable to whether the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act, and in connection therewith, each party shall (i) promptly notify the other party of any material communication between that party and any Governmental Authority; and (ii) not participate or agree to participate in any substantive meeting or discussion with any Governmental Authority unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate in such meeting or discussion. (d) Subject to appropriate confidentiality protections, each of Parent and the Company shall (i) have the right to review and approve in advance drafts of all applications, notices, petitions, filings, communications and other documents submitted or exchanged with any Governmental Authority made or prepared in connection with the items described in clauses (a) and (c) above or otherwise in connection with this Agreement and the Transactions, which approval shall not to withdraw be unreasonably withheld or delayed, (ii) cooperate with each other in connection with the making of all such filings or notifications communications, (iii) furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings or material communications made by or between such party and any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the parties under Transactions. (e) The Company shall use its commercially reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Exon-Flor▇▇ ▇▇▇visionTransactions, (ii) disclosed in the Company Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any of their respective third party consent described above, the Company shall use its reasonable commercial efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and Parent and their respective businesses resulting, or which would reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. In addition, at the request of Parent, the Company shall use its commercially reasonable efforts to assist Parent in obtaining (A) any estoppel certificates from any ground lessor under the ground leases underlying the Leased Properties, and (B) customary “comfort” letters from any franchisors or licensors under any franchise or license agreements to which the Company or any Subsidiary is a party. (f) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the Merger or any other Transaction, (i) without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such person and (ii) none of Parent, the Company, Merger Sub or their respective Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability or other obligation. (g) Each of the Company and its Subsidiaries will, and will cause each of its Representatives to, use its reasonable efforts, subject to applicable Laws, to cooperate with and assist Parent and Purchaser Merger Sub in connection with planning the integration of the Company and its Subsidiaries and their respective employees with the business operations of Parent and its Subsidiaries. (h) Notwithstanding anything to the contrary in this Agreement, in connection with Section 6.04(a), nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to make as soon as practicable such other filings as may be necessary to, sell, divest, lease, license, transfer, dispose of or required by any non-United States Governmental Authority. In caseotherwise encumber or hold separate, at any time before or after the Effective Time, any further action is necessary assets, licenses, operations, rights, product lines, businesses or desirable interests therein of the Company or Parent or any of their Affiliates (or to carry out consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by the purposes Company or any of this Agreementits Affiliates of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the proper officers and directors of each party to this Agreement shall use their reasonable best efforts Company to take all such action. (b) Each any of the parties hereto agrees foregoing actions) or to cooperate and use its reasonable best efforts agree to vigorously contest and resist any Action, including administrative or judicial Action, and changes to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, through a licensing arrangement) or restriction on, or other impairment of the ability of the Company or Parent or any of their Affiliates to own or operate, any such assets, licenses, operations, rights, product lines, business or interest therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation. With regard to any Governmental Authority or any proceeding by vigorously pursuing all available avenues a private party regarding any of administrative the transactions contemplated hereby, neither Company or any of its Affiliates, without Parent’s prior written consent, shall discuss or commit to any divestiture or consent decree, discuss or commit to alter their businesses or commercial practices in any way, or otherwise take or commit to take any action that would limit Parent’s freedom of action with respect to the Company and judicial appealits Affiliates after the Effective Time, Parent’s ability to retain any assets, licenses, operations, rights, product lines, businesses or interest therein of the Company and its Affiliates or Parent’s ability to receive the full benefits of this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement and the Transaction Documents, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and Company Subsidiaries, in each case as set forth on Section 7.09 of the Subsidiaries as are Company Disclosure Schedule, necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the MergerTransactions; provided that neither Purchaser nor Parent will be required by this Section 7.09 shall not apply to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retainAntitrust Laws, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; providedfilings, further, that the Company shall be required to use its reasonable best efforts to obtain Permitsapplications, consents, approvals, authorizationsclearances, qualifications actions and orders only other matters for which the provisions of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser Section 7.13 shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authorityapply. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party Party shall consult with one another as to such action. In accordance with the terms and subject to the conditions of this Agreement shall and the Transaction Documents, the Parties agree to use their reasonable best efforts to take take, or cause to be taken, all such actionactions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and cause the conditions to the Closing set forth in Article VIII to be satisfied. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. (c) Prior to the Closing, Parties shall use reasonable best efforts to cause Irish Holdco to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing and immediately after the Closing. (d) Irish Holdco shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation solicit from the Irish Takeover Panel a rebuttal of the Transactionspresumption in Rule 3.3(b)(ii) of the Irish Takeover Rules that each of the directors of Irish Holdco is Acting in Concert with each Associated Company at least sixty (60) days prior to any such director of Irish Holdco acquiring Equity Interests of Irish Holdco, includingprovided that this Section 7.09(d) will not apply for any directors of Irish Holdco who have a material relationship with an Associated Company but only as regards the Associated Company with which the director has a material relationship. (e) Irish Holdco shall procure that the terms of appointment of any person appointed to the Irish Holdco Board shall include (i) an obligation for the director, without limitationfor as long as the presumption in Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules applies to such director vis a vis any Associated Company and has not been rebutted to the satisfaction of the Irish Takeover Panel, by vigorously pursuing to secure the consent in writing of Irish Holdco prior to acquiring any Equity Interests of Irish Holdco and (ii) a commitment from the director that they will fully co-operate with Irish Holdco and take all available avenues action reasonably necessary or appropriate for the purposes of administrative and judicial appealsoliciting from the Irish Takeover Panel a rebuttal of the presumption in Rule 3.3(b)(ii) of the Irish Takeover Rules as described in Section 7.09(d) of this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make at the reasonable request of any other reasonable submissionsparty hereto, under execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the HSR Act with respect to consummation of the OpCo Merger, the Blocker Mergers and the other Transactions and (ii) use its commercially reasonable best efforts to taketake promptly, or cause to be taken, all appropriate action, and to dodo promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, includingto satisfy the conditions to the obligations to consummate the OpCo Merger and the Blocker Mergers, without limitationto effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including using its reasonable best efforts to obtain all Permitspermits, consents, waivers, approvals, authorizations, qualifications and orders Orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer OpCo Merger and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any actionBlocker Mergers, including entering into all necessary pre-Closing and post-Closing filing or notification requirements applicable under any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability state laws applicable to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, entities engaged in the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority’s business. In case, at any time after the Blocker Mergers Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers officers, managers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. The Company shall be responsible for, (i) as promptly as practicable, providing the notices and seeking approvals of the Governmental Authorities listed in Section 7.07(a) of the Company Disclosure Schedule (with respect to any such approval to the extent an approval is required by the terms of such state licensing requirements) and (ii) providing Acquiror or its designee progress reports on such notices and approvals periodically and upon the reasonable request of Acquiror. The Company shall use commercially reasonable efforts to provide all such notices and obtain all such approvals as soon as practicable after the date of this Agreement. (b) In furtherance and not in limitation of Section 7.07(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable and no later than ten (10) Business Days after the date of this Agreement, the Company and Acquiror each shall file with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report From as required by the HSR Act. The applicable filing fees with respect to any and all notifications required under the HSR Act in order to consummate the transactions contemplated in this Agreement shall be paid by Acquiror. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, to the extent permitted by applicable Law use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is unable to participate in or attend any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other Order, decree or ruling or statute, rule, regulation or executive Order that would adversely affect the ability of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of consummate the Transactions, includingto use commercially reasonable efforts to prevent or lift the entry, without limitationenactment or promulgation thereof, as the case may be. (d) Notwithstanding the generality of the foregoing, Acquiror shall use its commercially reasonable efforts (including by vigorously pursuing all available avenues enforcing its rights under the Subscription Agreements to cause the PIPE Investors to comply with their obligations thereunder) to consummate the Private Placement in accordance with the Subscription Agreements, and upon the reasonable request of administrative and judicial appealAcquiror, the Company shall cooperate with Acquiror in such efforts.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly (and in any event within two (2) weeks of the date hereof) its respective filings, and thereafter make any other reasonable required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions Merger and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the TransactionsMerger, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities (including the approval of the California Department of Insurance) and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Transactions Merger and to fulfill the conditions to the Offer Merger. (b) In furtherance and not in limitation of Section 6.08(a): (i) as soon as practicable following the Merger; provided that neither Purchaser nor date of this Agreement (and in any event within two (2) weeks of the date hereof), Parent will be required shall with the cooperation of the Company prepare and file with the relevant insurance regulators requests for approval of the transactions contemplated by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company Agreement and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permitshave such insurance regulators approve the transactions contemplated by this Agreement; (ii) the Company will have the right to review in advance, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts Parent shall consult with the Company and in advance, in each case subject to applicable Laws relating to the Subsidiaries exchange of information, with respect to all the information relating to the Company or any Company Subsidiary that are requested appears in any filing made with, or materials submitted to, any third party or any Governmental Authority by Parent and/or Purchaser. Without or any of its affiliates relating to this Agreement or the Merger; (iii) Parent and its affiliates shall consult with the Company prior to participating in any substantive meeting, conference call, discussion or communication, whether or not through representatives, with any Governmental Authority with respect to any filing, submission, investigation or inquiry relating to this Agreement or the Merger, and shall provide the Company and its representatives the opportunity to attend and participate thereat; (iv) without limiting any of the foregoing, the Companyrights set forth in this Section 6.08(b), Parent and Purchaser its affiliates shall file as soon as practicable notifications under furnish in advance to the HSR Act Company copies of all correspondence, filings, submissions and respond as promptly as practicable written communications between Parent, any of its affiliates or any of their respective representatives, on one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Merger, and shall consult with the Company on and take into account any inquiries received from reasonable comments the Federal Trade Commission Company may have to such correspondence, filing, submission or written communication prior to their being made; (v) Parent and its affiliates shall keep the Antitrust Division Company apprised of the United States Department status of Justice matters relating to completion of the transactions contemplated hereby, shall inform the Company of the substance of any material oral communications with any Governmental Authority for additional information which it was impractical to have advance consultation or documentation participation in accordance with clause (iii) above, and shall respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority or third party, in connection each case with antitrust matters. Concurrently with respect to this Agreement or the filing of notifications Merger, as promptly as practicable; and (vi) each party agrees not to extend any waiting period under the HSR Act or as soon thereafter as practicableenter into any agreement, arrangement or understanding with any Governmental Authority not to consummate or delay the Company and Parent shall each request early termination transactions contemplated hereby, except with the prior written consent of the HSR Act waiting-periodother parties, which consent may not be unreasonably withheld, conditioned or delayed. The Purchaser and In connection with any application for approval of the Company shall as soon as reasonably practicable after the date of transactions contemplated by this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Companyany Governmental Authority, Parent and Purchaser Merger Sub agree to make that they will not seek approval for the payment of an “extraordinary dividend” (as soon as practicable such other filings as may be necessary or required term is defined in Section 1215.5(g) of the California Insurance Code) by any nonCompany Subsidiary. (c) Within forty-United States Governmental Authority. In case, at any time after five (45) days of the Effective Time, any further action is necessary or desirable to carry out the purposes execution of this Agreement, the proper officers Company shall deliver to Parent a schedule that sets forth, the following information (as is reasonably available to the Company) with respect to the Company and directors each Company Subsidiary as of the most recent practicable date: (i) the basis of the Company and each Company Subsidiary in its assets; (ii) the basis of the stockholder(s) of each party Company Subsidiary in the stock of such Company Subsidiary (or the amount of any excess loss account); (iii) the amount any net operating loss, net capital loss, unused investment or other credit, unused foreign tax credit, or excess charitable contribution allocable to this Agreement shall use their reasonable best efforts the Company or any Company Subsidiary; (iv) the amount of any deferred gain or loss allocable to take all such action. the Company or any Company Subsidiary arising out of any intercompany gain; and (bv) Each a copy of any tax allocation agreement executed between or among the Company and any of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appealCompany Subsidiaries.

Further Action; Reasonable Best Efforts. (a) Upon Section 6.5.1 Subject to the terms and subject to the conditions hereofof this Agreement, including Section 6.4, each of the parties hereto Party shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the TransactionsMerger and the other transactions contemplated hereby, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications accomplish the following: (a) preparing and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file filing as soon as practicable notifications under (but in no event later than 10 Business Days after the date of this Agreement in respect of any such filings required in connection with the HSR Act Act) all forms, registrations and respond notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Merger and the other transactions contemplated hereby and the taking of such actions as promptly as practicable are reasonably necessary to obtain any inquiries received from requisite approvals, consents, Orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Entity relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice for (“Antitrust Division”) and (ii) preparing and filing, as soon as practicable, any form or report required by any other Governmental Entity relating to any Regulatory Approval, (b) taking all actions necessary to cause all conditions set forth in Article 7 (including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30 day waiting period thereunder)) to be satisfied as soon as practicable, (c) defending any lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of Merger and the other transactions contemplated hereby and (d) executing and delivering any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Section 6.5.2 Each Party shall furnish all information required to be included in any application or documentation other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Subject to applicable Law, Parent and the Company shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all the information relating to the other and each of their respective Subsidiaries and Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Section 6.5.3 Each Party shall (a) subject to Section 6.5.4 below, respond as promptly as reasonably practicable to any inquiries received from the FTC or the Antitrust Division and to all inquiries and requests received from any State Attorney General or other Governmental Authority Entity in connection with Regulatory Approvals and antitrust matters. Concurrently with the filing of notifications , (b) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other Parties hereto, which consent shall not be unreasonably withheld or delayed) and (c) not enter into any agreement with the FTC or the Antitrust Division agreeing not to consummate the Merger and the transactions contemplated by this Agreement. Section 6.5.4 In connection with and without limiting the foregoing, each Party shall, subject to applicable Law and except as soon thereafter as practicableprohibited by any applicable representative of any applicable Governmental Entity: (a) promptly notify the other Parties of any written communication to that Party from the FTC, the Company Antitrust Division, any State Attorney General or any other Governmental Entity, including regulatory authorities, and Parent shall each request early termination permit the other Parties to review in advance (and to consider any comments made by the other Parties in relation to) any proposed written communication to any of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly foregoing, (b) not participate in or agree to the Chairman of the Committee on Foreign Investment participate in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision any substantive meeting or discussion with any Governmental Entity in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether any filings, investigation or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of inquiry concerning this Agreement, the proper officers Merger or the other transactions contemplated hereby unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend and directors participate thereat and (c) furnish the other Parties with copies of each party all correspondence, filings, and written communications (and memoranda setting forth the substance thereof) between them and its Affiliates and their respective representatives on the one hand, and any Governmental Entity, including any regulatory authority, or members or their respective staffs on the other hand, with respect to this Agreement shall use their reasonable best efforts to take all such actionAgreement, the Merger and the other transactions contemplated hereby. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, 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 laws and regulations Law (including under any Antitrust Law) to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file Agreement as soon as practicable notifications at the earliest practicable date, including: (i) 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 are necessary to obtain (A) any requisite consent or expiration of any applicable waiting period under the HSR Act and respond as promptly as practicable to (B) any inquiries received from requisite consent under the Federal Trade Commission Austrian Cartel Act and the Antitrust Division of Mexican Economic Competition Law; (ii) submitting within 10 Business Days following the United States Department of Justice for additional information or documentation and respond as promptly as practicable date hereof the notices required to all inquiries and requests received from any State Attorney General or other Governmental Authority be made in connection with antitrust matters. Concurrently with the filing transactions contemplated hereby as set forth in Item 1 of notifications under the HSR Act or as soon thereafter as practicable, Section 1.1 of the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States Disclosure Schedule; ("CFIUS"iii) pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their using reasonable best efforts to take defend all such action. (b) Each lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the parties hereto agrees to cooperate Merger; and use its (iv) using reasonable best efforts to vigorously contest resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and resist to prevent the entry of any Action, including administrative or judicial Actioncourt order, and to have vacated, lifted, reversed or overturned any injunction, decree, judgmentruling, injunction order or other order (whether temporaryaction of any Governmental Entity that would prevent, preliminary prohibit, restrict or permanent) that is in effect and that restricts, prevents or prohibits delay the consummation of the Transactionstransactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 7.6(a), each of the parties, as applicable, agrees to prepare and file as promptly as practicable, an appropriate filing of a Notification and Report Form pursuant to the HSR Act (which shall be filed no later than five Business Days from the date of this Agreement), the Austrian Cartel Act and the Mexican Economic Competition Law. Parent shall pay all filing fees and other charges for the filings required under the HSR Act or under any other Antitrust Law 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, including a Request for Additional Information and Documents under the HSR Act, 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, including: (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 and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without limitationfirst providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by vigorously pursuing 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 filing 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 ensuring to the extent permitted by Law or Governmental Entity that each of the parties is entitled to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; (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; and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all 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. (e) In addition, Parent 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 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 this Section 7.6 shall include Parent committing to: (i) selling, divesting, or otherwise conveying particular assets, categories, portions or parts of assets or businesses of Parent and 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 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. All efforts described in this Section 7.6(f) shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.6 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. (g) Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a party will be provided to the other party on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available avenues to the other party. (h) Notwithstanding anything to the contrary herein, (i) Parent shall direct, in consultation with the Company, strategy and timing, proceedings and other activities with respect to seeking any actions, non-actions, terminations or expirations of administrative waiting periods, consents, approvals or waivers of any Governmental Entity as contemplated hereby, (ii) the Company shall, and judicial appealshall cause each of its subsidiaries to, use reasonable best efforts to take such actions as reasonably requested by Parent in connection with obtaining any such actions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers and (iii) Parent shall have the sole and exclusive right, in consultation with the Company, to propose, negotiate, offer or commit to make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or to agree to any other remedy, requirement, obligation, condition or restriction related to the conduct of Parent’s and its HSR Affiliates’ (as such term is defined by the HSR Act) or the Company’s and its subsidiaries’ businesses in order to resolve any Governmental Entity’s objections to or concerns about the transactions contemplated by this Agreement. Parent and Merger Sub shall not be required to agree to any amendment to, or waiver under, this Agreement in connection with obtaining any requisite consent or expiration of any applicable waiting period under the HSR Act or other Antitrust Laws.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the Transactionsmost expeditious manner practicable, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or PurchaserAgreement. Without limiting the foregoing, (i) each of the Company, Parent and Purchaser shall file as soon as practicable notifications Merger Sub agrees to make any required submissions under the HSR Act that the Company or Parent determines should be made, in each case, with respect to the Merger and respond the transactions contemplated hereby as promptly as practicable and to any inquiries received from make other required filings pursuant to other Antitrust Laws with respect to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond transactions contemplated by this Agreement as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions and to supply as promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") as practicable any additional information and documentary material that may be requested pursuant to the Exon-Flor▇▇ ▇▇▇visionHSR Act or other Antitrust Laws and use its reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and each (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from other parties to Contracts material to the Company's or its Subsidiaries' business in connection with the consummation of the parties hereto transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Subject to the terms and conditions set forth in this Agreement and applicable Law, Parent and the Company shall make such additional filings and submissions and take such (1) promptly notify the other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision party of any communication to that party from any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions. The Merger, (2) if practicable, permit the other party the opportunity to review in advance all the information relating to the Company agrees and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that Parent shall have appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the sole discretion Merger and the other transactions contemplated by this Agreement and incorporate the other party's reasonable comments; (3) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; and (4) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to a decision as this Agreement and the Merger, provided, however, that any materials may be redacted before being provided to whether or not the other party (i) to withdraw remove references concerning the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In additionvaluation of Parent, the Company, or any of their Subsidiaries, (ii) financing arrangements, (iii) as necessary to comply with contractual arrangements, and (iv) as necessary to address reasonable privilege or confidentiality. Each of the Company and Parent and Purchaser agree shall promptly notify the other party if such party becomes aware that any third party has any objection to make as soon as practicable such other filings as may be necessary the Merger on antitrust or required by any nonanti-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement competitive grounds. (b) The parties shall use their reasonable best efforts to take all such action. (b) Each resolve any objections that may be asserted by any Person with respect to the transactions contemplated by this Agreement under Antitrust Laws or other applicable Law in order to enable the transactions contemplated by this Agreement to be consummated as promptly as practicable. In connection therewith, if any Action is pending or threatened challenging the transactions contemplated by this Agreement as inconsistent with or violative of any Antitrust Law or other applicable Law, the parties hereto agrees to shall cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial such Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Governmental Order under any Antitrust Law that is in effect and that restrictsprohibits, prevents delays or prohibits consummation restricts the transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the Merger, (i) without the prior written consent of Parent, none of the TransactionsCompany or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, includingmake any commitment or incur any liability or other obligation due to such Person and (ii) neither Parent nor Merger Sub shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, without limitationmake any commitment or to incur any liability or other obligation. (d) Nothing in this Agreement shall obligate the Company, Parent, Merger Sub or any of their respective Affiliates to (i) limit in any manner whatsoever or not exercise any rights of ownership of any securities (including the Shares), or 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 any of its Subsidiaries (or agree to do any of the foregoing), (ii) limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own their respective businesses, assets or properties or to conduct the businesses or own the businesses, properties or assets of the Company and its Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and its Subsidiaries (or agree to do any of the foregoing) or (iii) take or agree to take any other action or agree to any other limitation or restriction, that (in the case of clause (i), (ii) or (iii) above) could reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of either (1) Parent and its Affiliates, taken as a whole, or (2) any of the Company's Printed Products, Software & Services or Scantron business segments; provided, however, that the Company shall be obligated to take or agree to take any such action or agree to any such limitation or restriction to the extent requested in writing by vigorously pursuing all available avenues Parent, provided that the effectiveness of administrative and judicial appealany such action or agreement is contingent upon the Closing.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement and the Transaction Documents, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and Company Subsidiaries, in each case as set forth on Section 7.08 of the Subsidiaries as are Company Disclosure Schedule necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or PurchaserTransactions. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable If after the date of this Agreement jointly give notice hereof, any consents, authorization or approvals under any Material Contracts or Company Permits that were not made available as of the Transactions promptly to date hereof are identified by a Party, the Chairman Parties shall consider in good faith whether such Company Permits or Material Contracts should be included on Section 7.08 of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental AuthorityDisclosure Schedule. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party Party shall consult with one another as to such action. In accordance with the terms and subject to the conditions of this Agreement shall and the Transaction Documents, the Parties agree to use their reasonable best efforts to take take, or cause to be taken, all such actionactions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and cause the conditions to the Closing set forth in Article VIII to be satisfied. (b) Each of the Parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Prior to the Closing, Parties shall use reasonable best efforts to cause Irish Holdco to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing and immediately after the Closing. (d) SPAC shall use reasonable best efforts (which shall include seeking specific performance of the Subscription Agreements if required) to (i) consummate at least one (1) Business Day prior to the SPAC Merger Effective Time the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements; (ii) satisfy in all material respects all conditions and covenants applicable to them in the Subscription Agreements and otherwise comply in all material respects with their obligations thereunder; (iii) in the event that all conditions in the Subscription Agreements (other than conditions whose satisfaction is controlled by the Parties or their Affiliates and other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at least one (1) Business Day prior to the SPAC Merger Effective Time; (iv) confer with the Company regarding timing of the PIPE Closing Date (as defined in the Subscription Agreements); (v) deliver notices to the Investors at least five (5) Business Days prior to the Closing to cause them to fund their obligations at least three (3) Business Days prior to the date that the Closing is scheduled to occur pursuant to Section 3.1 of the Subscription Agreement and (vi) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions whose satisfaction is controlled by the Parties or any of their Affiliates and other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable Investors to pay the amounts owed as set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, SPAC shall give the Company and the Sellers prompt written notice: (A) of any request from an Investor for any amendment to its Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any Investor under its Subscription Agreement, to the extent known by such Party; and (C) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any Investor under its Subscription Agreement or any related agreement. The Parties shall deliver all notices they are required to deliver under the Subscription Agreements on a timely basis in order to cause the PIPE Investors to consummate the PIPE Investment at least one (1) Business Day prior to the SPAC Merger Effective Time. (e) SPAC shall not amend, modify or waive any provisions of any Subscription Agreement without the prior written consent of the Company and the Sellers; provided, that any amendment, modification or waiver that is solely ministerial in nature or otherwise immaterial, and, in each case, that does not affect any economic or any other material term, shall not require the prior written consent, so long as SPAC has provided to the Company and the Sellers no less than two (2) Business Days after such amendment, modification or waiver has become effective written notice of such amendment, modification or waiver, it being understood, but without limiting the foregoing, that it shall be deemed material if any amendment, modification or waiver (i) reduces the Private Placement Amount or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions in any material respect to the receipt of the Private Placement. (f) Prior to the Closing Date, ADSH and the Company shall not amend, modify or terminate the Affiliate Contracts set forth in Section 4.19 of the Companies Disclosure Schedule relating to the performance of administrative and back-office functions of the Company, and ADSH shall continue to perform such services as requested by the Company in accordance with such Affiliate Contracts. ADSH will continue to provide the services contemplated by each such Affiliate Contracts for the duration of any such Affiliate Contract, unless requested by the Company to terminate any such services prior to the termination of an Affiliate Contract in accordance with its terms. The fees payable by the Company under such Affiliate Contracts will be adjusted as of the Closing Date to market standard compensation to be mutually agreed in good faith by the parties hereto agrees to such Affiliate Contracts. Furthermore, ADSH, the Company and Irish Holdco will cooperate with each other to enable the Company (or vendors retained by the Company) to perform such administrative and back-office functions for the Company prior to the termination of the applicable Affiliate Contract. (g) Each of SPAC, Irish Holdco, ADSH and the Company will use its reasonable best efforts to vigorously contest agree on suitable management service agreements with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and resist any Action, including administrative or judicial Action, and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ as officers of Irish Holdco following Closing. (h) Irish Holdco shall use its best efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation solicit from the Irish Takeover Panel a rebuttal of the Transactionspresumption in Rule 3.3(b)(ii) of the Irish Takeover Rules that each of the directors of Irish Holdco is Acting in Concert with each Associated Company at least sixty (60) days prior to any such director of Irish Holdco acquiring an Interest in Securities of Irish Holdco, includingprovided that this Section 7.08(h) will not apply for any directors of Irish Holdco who have a material relationship with an Associated Company but only as regards the Associated Company with which the director has a material relationship. (i) Irish Holdco shall procure that the terms of appointment of any person appointed to the Irish Holdco Board shall include (i) an obligation for the director, without limitationfor as long as the presumption in Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules applies to such director vis a vis any Associated Company and has not been rebutted to the satisfaction of the Irish Takeover Panel, by vigorously pursuing to secure the consent in writing of Irish Holdco prior to acquiring any Interest in Securities of Irish Holdco and (ii) a commitment from the director that they will fully co-operate with Irish Holdco and take all available avenues action reasonably necessary or appropriate for the purposes of administrative and judicial appealsoliciting from the Irish Takeover Panel a rebuttal of the presumption in Rule 3.3(b)(ii) of the Irish Takeover Rules as described in section 7.08(h) of this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain effect all Permits, consents, approvals, authorizations, qualifications necessary registrations and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaserfilings. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each Each of the parties hereto shall make will furnish to the other parties such additional filings necessary information and submissions and take reasonable assistance as such other actions as parties may be reasonably necessary 40 36 under request in connection with the Exon-Flor▇▇ ▇▇▇vision in respect foregoing and will provide the other parties with copies of the Transactions. The Company agrees that Parent shall have the sole discretion all filings made by such party with respect any Governmental Entity or any other information supplied by such party to a decision as to whether or not to withdraw Governmental Entity in connection with this Agreement, and the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇visiontransactions contemplated hereby. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, case at any time after the Effective Time, Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Company, including any successor, shall take or cause to this Agreement be taken all such necessary action. (b) Parent and NGC shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, Parent and NGC shall, as soon as practicable, file Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation; and Parent and NGC shall use their reasonable best efforts to take or cause to be taken all such action. (b) Each of the parties hereto agrees actions necessary, proper or advisable to cooperate and use its reasonable best efforts obtain any consent, waiver, approval or authorization relating to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Competition Law that is in effect and that restricts, prevents or prohibits required for the consummation of the Transactionstransactions contemplated by this Agreement; provided, includinghowever, without limitationthat the foregoing shall not obligate Parent or NGC to take any action which would have a material adverse effect on the International Assets. "Competition Laws" means statutes, by vigorously pursuing all available avenues of rules, regulations, orders, decrees, administrative and judicial appealdoctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act").

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain effect all Permits, consents, approvals, authorizations, qualifications necessary registrations and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaserfilings. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each Each of the parties hereto shall make will furnish to the other parties such additional filings necessary information and submissions and take reasonable assistance as such other actions as parties may be reasonably necessary 40 36 under request in connection with the Exon-Flor▇▇ ▇▇▇vision in respect foregoing and will provide the other parties with copies of the Transactions. The Company agrees that Parent shall have the sole discretion all filings made by such party with respect any Governmental Entity or any other information supplied by such party to a decision as to whether or not to withdraw Governmental Entity in connection with this Agreement, and the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇visiontransactions contemplated hereby. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, case at any time after the Effective Time, Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Company, including any successor, shall take or cause to this Agreement be taken all such necessary action. (b) Parent and NGC shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, Parent and NGC shall, as soon as practicable, file Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation; and Parent and NGC shall use their reasonable best efforts to take or cause to be taken all such action. (b) Each of the parties hereto agrees actions necessary, proper or advisable to cooperate and use its reasonable best efforts obtain any consent, waiver, approval or authorization relating to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Competition Law that is in effect and that restricts, prevents or prohibits required for the consummation of the Transactionstransactions contemplated by this Agreement; provided, includinghowever, without limitationthat the foregoing shall not -------- ------- obligate Parent or NGC to take any action which would have a material adverse effect on the International Assets. "Competition Laws" means statutes, by vigorously pursuing all available avenues of rules, regulations, orders, decrees, administrative and judicial appealdoctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act").

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) party will use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement, including preparing and make effective the Transactions, including, without limitation, using its reasonable best efforts filing as promptly as practicable all documentation to obtain effect all Permitsnecessary filings, consents, waivers, approvals, authorizations, qualifications and permits or orders of from all Governmental Authorities or other Persons. In furtherance and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation not in limitation of the Transactions foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof and to fulfill make, or cause to be made, the conditions filings and authorizations, if any, required under the Other Antitrust Laws of jurisdictions other than the United States as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the Offer HSR Act or the Other Antitrust Laws of jurisdictions other than the United States and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permitstake or cause to be taken all other actions necessary, consentsproper or advisable consistent with this Section 6.09 to cause the expiration or termination of the applicable waiting periods, approvals, or receipt of required authorizations, qualifications and orders only as applicable, under the HSR Act or the Other Antitrust Laws of such Governmental Authorities and parties to contracts with jurisdictions other than the Company and the Subsidiaries that are requested by Parent and/or PurchaserUnited States as soon as practicable. Without limiting the foregoing, the Company, Parent parties shall request and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable use reasonable best efforts to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request obtain early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 waiting period under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionHSR Act. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all Permitsnecessary authorizations, consents, consents and approvals, authorizationsand to effect all necessary registrations and filings, qualifications and orders to obtain the Financing. Each of Governmental Authorities the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and, subject to applicable Laws and any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s E▇▇▇▇ system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Mergertransactions contemplated hereby; provided that neither Purchaser nor Parent will be required by this Section 7.09 party is obligated to take share any action, including entering into any consent decree, hold separate orders document submitted to a Governmental Entity that reflects the negotiations between the parties or other arrangements, that (A) requires the divestiture valuation of some or all of any assets party’s business. (b) Each of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect toMerger Sub I, or its ability to retain, the Company Merger Sub II and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its their respective reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and shall cooperate with the other parties to contracts resolve such objections, if any, as may be asserted with respect to the Company and transactions contemplated hereby under the Subsidiaries that are requested by Parent and/or Purchaserlaws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, the CompanyCompany and Parent shall, Parent and Purchaser shall file as soon as practicable notifications practicable, file Notification and Report Forms under the HSR Act and respond as promptly as practicable to any inquiries received from with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice for additional information (the “Antitrust Division”) and file any voluntary filings or documentation other notifications required to be filed under (i) the EC Merger Regulation with the European Commission and (ii) the Exon-F▇▇▇▇▇ Amendment with CFIUS, and in each case shall use reasonable best efforts to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicableFTC, the Company Antitrust Division, the European Commission or CFIUS for additional information or documentation. Each party acknowledges that its goal is to file the Notification and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable Report Forms within 15 Business Days after the date of this Agreement jointly give notice of and to file the Transactions promptly notifications to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 filed under the Exon-Flor▇▇ F▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. Amendment within 20 Business Days after the date of this Agreement, and that if it does not file such forms within such period, its senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other party. (c) In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, case at any time after the Merger I Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (bd) Each of the parties hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionprevent the entry of, and to have cause to be discharged or vacated, liftedany order or injunction of a Governmental Entity precluding, reversed restraining, enjoining or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibiting consummation of the TransactionsMergers. (e) Notwithstanding the foregoing provisions of this Section 5.5, includingnone of Parent, without limitationMerger Sub I or Merger Sub II shall be required to accept, by vigorously pursuing as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any assets or operations of Parent, Merger Sub I or Merger Sub II or any of their respective affiliates or any of the respective businesses of the Company or any of its Subsidiaries, including the Company Assets or the Company IP Rights, in each case, which constitutes a Burdensome Condition. “Burdensome Condition” means any requirement, condition or restriction that, individually or in the aggregate with all available avenues other requirements, conditions and restrictions, is reasonably likely to (i) be materially burdensome to Parent, (ii) be materially burdensome to the Company, (iii) materially diminish the value of administrative and judicial appealParent’s business or (iv) materially diminish the value of the Company’s business.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities Authorities, including the approvals set forth on Section 11.01(d) of the Alvarium Disclosure Schedule, Section 11.01(d) of the TWMH Disclosure Schedule and Section 11.01(d) of the TIG Disclosure Schedule and parties to contracts with the Companies and their respective Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Umbrella Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such lawful action. (b) Each of the parties hereto agrees Parties shall keep each other apprised of the status of matters relating to cooperate and use its reasonable best efforts to vigorously contest and resist any Actionthe Transactions, including administrative promptly notifying the other parties of any communication it or judicial Actionany of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to have vacatedthe fullest extent practicable consult about, liftedany proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other Parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreements, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreements, the Parties will provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and third parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the 30 Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action. Without limiting the foregoing, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any each of the Purchaser, parties shall use its reasonable best efforts to (a) make or cause to be made the applications or filings required to be made by Parent, Purchaser or the Company or any of their respective subsidiaries Subsidiaries under or (B) limits Parent's freedom of action with respect toto the HSR Act in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions as promptly as is reasonably practicable, and in any event within ten (10) Business Days after the date of this Agreement, (b) comply at the earliest practicable date with any request under or its ability with respect to retainthe HSR Act for additional information, documents or other materials received by Parent or the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the their respective Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and or the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently such applications or filings or the Transactions and (c) reasonably coordinate and cooperate with each other party in the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), or obtaining any approvals, required in connection with the filing of notifications Transactions under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇visionAct. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers of Parent and directors of each party to this Agreement the Surviving Corporation shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filingsat the request of the other party hereto, execute and thereafter make any deliver such other reasonable submissionsinstruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the First Merger, under the HSR Act with respect to Second Merger and the other Transactions and (ii) use its reasonable best efforts to taketake promptly, or cause to be taken, all appropriate action, and to dodo promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactions, to satisfy the conditions to the obligations to consummate the First Merger and the Second Merger, to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, waivers, approvals, authorizations, qualifications and orders Orders of Governmental Authorities and third parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer First Merger and the Second Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decreeincluding, hold separate orders or other arrangements, that (A) requires the divestiture of all necessary pre-Closing and post-Closing filing or notification requirements applicable under any assets of any of the Purchaserstate or federal alcoholic beverage control, Parentlottery, Company or any of their respective subsidiaries or tobacco Laws and regulations, including change in control approval requirements under Laws and (B) limits Parent's freedom the third-party consents, approvals and authorizations as set forth on Section 7.01(g) of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or PurchaserDisclosure Schedule. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In caseIf, at any time after the Second Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers officers, managers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each In furtherance and not in limitation of Section 6.09(a), to the parties extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to cooperate promptly make any required filing or application under Antitrust Laws, as applicable. The applicable filing fees with respect to any and all notifications required under the HSR Act in order to consummate the Transactions shall be paid by the Company. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to vigorously contest to: (i) cooperate in all respects with each other party or its Affiliates in connection with any filing or submission and resist in connection with any Actioninvestigation or other inquiry, including administrative any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or judicial Actionits Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction the extent permitted by such Governmental Authority or other order person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (whether temporaryiv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, preliminary the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or permanent) that is in effect and that restricts, prevents other written communications explaining or prohibits consummation of defending the Transactions, includingarticulating any regulatory or competitive argument, without limitation, and/or responding to requests or objections made by vigorously pursuing all available avenues any Governmental Authority. (c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of administrative and judicial appealany Governmental Authority of any required filings or applications under Antitrust Laws.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill satisfy the conditions precedent to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets obligations of any of the Purchaserparties hereto, Parentto obtain all necessary authorizations, Company consents and approvals, and to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any of their respective subsidiaries or (B) limits Parent's freedom of action other information supplied by such party to a Governmental Entity in connection with respect to, or its ability to retain, the Company this Agreement and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that transactions contemplated hereby. (b) MergerCo and the Company shall be required to use its their re spective reasonable best efforts to obtain Permitsresolve such objections, consentsif any, approvalsas may be asserted with respect to the transactions contemplated hereby under the laws, authorizationsrules, qualifications and orders only guidelines or regulations of such any Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or PurchaserEntity. Without limiting the foregoing, each of the CompanyCompany and MergerCo shall, Parent and Purchaser shall file as soon as practicable notifications practicable, file (or cause its respective "ultimate parent entity" within the meaning of the HSR Act to file) Notification and Report Forms under the HSR Act and respond (as promptly as practicable to any inquiries received from defined below) with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice for additional information or documentation (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries and requests received from any State Attorney General the FTC or other Governmental Authority in connection with antitrust mattersthe Antitrust Division for ad ditional information or documentation. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties Each party hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist take or cause to be taken all actions necessary, proper or advisable to obtain any Actionconsent, including administrative waiver, approval or judicial Action, and authorization relating to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Competition Law that is in effect and that restricts, prevents or prohibits required for the consummation of the Transactionstransactions contemplated by this Agreement. "Compe tition Laws" means statutes, includingrules, without limitationregulations, by vigorously pursuing all available avenues of orders, decrees, administrative and judicial appealdoctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Im- provements Act of 1976, as amended (the "HSR Act") and, to the extent applicable, equivalent laws of the European Union or the Member States thereof, and of other countries.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill satisfy the conditions precedent to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets obligations of any of the Purchaserparties hereto, Parentto obtain all necessary authorizations, Company consents and approvals, and to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any of their respective subsidiaries or (B) limits Parent's freedom of action other information supplied by such party to a Governmental Entity in connection with respect to, or its ability to retain, the Company this Agreement and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that transactions contemplated hereby. (b) MergerCo and the Company shall be required to use its their respective reasonable best efforts to obtain Permitsresolve such objections, consentsif any, approvalsas may be asserted with respect to the transactions contemplated hereby under the laws, authorizationsrules, qualifications and orders only guidelines or regulations of such any Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or PurchaserEntity. Without limiting the foregoing, each of the CompanyCompany and MergerCo shall, Parent and Purchaser shall file as soon as practicable notifications practicable, file (or cause its respective "ultimate parent entity" within the meaning of the HSR Act to file) Notification and Report Forms under the HSR Act and respond (as promptly as practicable to any inquiries received from defined below) with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice for additional information or documentation (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries and requests received from any State Attorney General the FTC or other Governmental Authority in connection with antitrust mattersthe Antitrust Division for additional information or documentation. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties Each party hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist take or cause to be taken all actions necessary, proper or advisable to obtain any Actionconsent, including administrative waiver, approval or judicial Action, and authorization relating to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Competition Law that is in effect and that restricts, prevents or prohibits required for the consummation of the Transactionstransactions contemplated by this Agreement. "Competition Laws" means statutes, includingrules, without limitationregulations, by vigorously pursuing all available avenues of orders, decrees, administrative and judicial appealdoctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Im- provement Act of 1976, as amended (the "HSR Act") and, to the extent applicable, equivalent laws of the European Union or the Member States thereof, and of other countries.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the Transactionsmost expeditious manner practicable, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or PurchaserAgreement. Without limiting the foregoing, (i) each of the Company, Parent and Purchaser shall file as soon as practicable notifications Merger Sub agrees to make any required submissions under the HSR Act that the Company or Parent determines should be made, in each case, with respect to the Merger and respond the transactions contemplated hereby as promptly as practicable and to any inquiries received from make other required filings pursuant to other Antitrust Laws with respect to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond transactions contemplated by this Agreement as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions and to supply as promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") as practicable any additional information and documentary material that may be requested pursuant to the Exon-Flor▇▇ ▇▇▇visionHSR Act or other Antitrust Laws and use its reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and each (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from other parties to Contracts material to the Company’s or its Subsidiaries’ business in connection with the consummation of the parties hereto transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Subject to the terms and conditions set forth in this Agreement and applicable Law, Parent and the Company shall make such additional filings and submissions and take such (1) promptly notify the other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision party of any communication to that party from any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions. The Merger, (2) if practicable, permit the other party the opportunity to review in advance all the information relating to the Company agrees and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that Parent shall have appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the sole discretion Merger and the other transactions contemplated by this Agreement and incorporate the other party’s reasonable comments; (3) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; and (4) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to a decision as this Agreement and the Merger, provided, however, that any materials may be redacted before being provided to whether or not the other party (i) to withdraw remove references concerning the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In additionvaluation of Parent, the Company, or any of their Subsidiaries, (ii) financing arrangements, (iii) as necessary to comply with contractual arrangements, and (iv) as necessary to address reasonable privilege or confidentiality. Each of the Company and Parent and Purchaser agree shall promptly notify the other party if such party becomes aware that any third party has any objection to make as soon as practicable such other filings as may be necessary the Merger on antitrust or required by any nonanti-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement competitive grounds. (b) The parties shall use their reasonable best efforts to take all such action. (b) Each resolve any objections that may be asserted by any Person with respect to the transactions contemplated by this Agreement under Antitrust Laws or other applicable Law in order to enable the transactions contemplated by this Agreement to be consummated as promptly as practicable. In connection therewith, if any Action is pending or threatened challenging the transactions contemplated by this Agreement as inconsistent with or violative of any Antitrust Law or other applicable Law, the parties hereto agrees to shall cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial such Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) Governmental Order under any Antitrust Law that is in effect and that restrictsprohibits, prevents delays or prohibits consummation restricts the transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the Merger, (i) without the prior written consent of Parent, none of the TransactionsCompany or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, includingmake any commitment or incur any liability or other obligation due to such Person and (ii) neither Parent nor Merger Sub shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, without limitationmake any commitment or to incur any liability or other obligation. (d) Nothing in this Agreement shall obligate the Company, Parent, Merger Sub or any of their respective Affiliates to (i) limit in any manner whatsoever or not exercise any rights of ownership of any securities (including the Shares), or 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 any of its Subsidiaries (or agree to do any of the foregoing), (ii) limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own their respective businesses, assets or properties or to conduct the businesses or own the businesses, properties or assets of the Company and its Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and its Subsidiaries (or agree to do any of the foregoing) or (iii) take or agree to take any other action or agree to any other limitation or restriction, that (in the case of clause (i), (ii) or (iii) above) could reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of either (1) Parent and its Affiliates, taken as a whole, or (2) any of the Company’s Printed Products, Software & Services or Scantron business segments; provided, however, that the Company shall be obligated to take or agree to take any such action or agree to any such limitation or restriction to the extent requested in writing by vigorously pursuing all available avenues Parent, provided that the effectiveness of administrative and judicial appealany such action or agreement is contingent upon the Closing.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all Permitsnecessary authorizations, consents, consents and approvals, authorizationsand to effect all necessary registrations and filings, qualifications and orders to obtain the Financing. Each of Governmental Authorities the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and, subject to applicable Laws and any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s ▇▇▇▇▇ system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Mergertransactions contemplated hereby; provided that neither Purchaser nor Parent will be required by this Section 7.09 party is obligated to take share any action, including entering into any consent decree, hold separate orders document submitted to a Governmental Entity that reflects the negotiations between the parties or other arrangements, that (A) requires the divestiture valuation of some or all of any assets party’s business. (b) Each of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect toMerger Sub I, or its ability to retain, the Company Merger Sub II and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its their respective reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and shall cooperate with the other parties to contracts resolve such objections, if any, as may be asserted with respect to the Company and transactions contemplated hereby under the Subsidiaries that are requested by Parent and/or Purchaserlaws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, the CompanyCompany and Parent shall, Parent and Purchaser shall file as soon as practicable notifications practicable, file Notification and Report Forms under the HSR Act and respond as promptly as practicable to any inquiries received from with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice for additional information (the “Antitrust Division”) and file any voluntary filings or documentation other notifications required to be filed under (i) the EC Merger Regulation with the European Commission and (ii) the Exon-▇▇▇▇▇▇ Amendment with CFIUS, and in each case shall use reasonable best efforts to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicableFTC, the Company Antitrust Division, the European Commission or CFIUS for additional information or documentation. Each party acknowledges that its goal is to file the Notification and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable Report Forms within 15 Business Days after the date of this Agreement jointly give notice of and to file the Transactions promptly notifications to be filed under the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ Exon-▇▇▇vision▇▇▇ Amendment within 20 Business Days after the date of this Agreement, and each of that if it does not file such forms within such period, its senior executives shall discuss the parties hereto shall make reasons for the failure to meet such additional filings and submissions and take such goal with the senior executives from the other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. party. (c) In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, case at any time after the Merger I Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (bd) Each of the parties hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionprevent the entry of, and to have cause to be discharged or vacated, liftedany order or injunction of a Governmental Entity precluding, reversed restraining, enjoining or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibiting consummation of the TransactionsMergers. (e) Notwithstanding the foregoing provisions of this Section 5.5, includingnone of Parent, without limitationMerger Sub I or Merger Sub II shall be required to accept, by vigorously pursuing as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any assets or operations of Parent, Merger Sub I or Merger Sub II or any of their respective affiliates or any of the respective businesses of the Company or any of its Subsidiaries, including the Company Assets or the Company IP Rights, in each case, which constitutes a Burdensome Condition. “Burdensome Condition” means any requirement, condition or restriction that, individually or in the aggregate with all available avenues other requirements, conditions and restrictions, is reasonably likely to (i) be materially burdensome to Parent, (ii) be materially burdensome to the Company, (iii) materially diminish the value of administrative and judicial appealParent’s business or (iv) materially diminish the value of the Company’s business.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Transactionstransactions contemplated by this Agreement, including, without limitation, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill satisfy the conditions precedent to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets obligations of any of the Purchaserparties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to assist Parent and Purchaser in obtaining any financing it may arrange in connection with the Merger. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each of Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company Purchaser and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its their respective reasonable best efforts to obtain Permitsresolve such objections, consentsif any, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties as may be asserted with respect to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchasertransactions contemplated hereby under any applicable Law. Without limiting the foregoing, the CompanyCompany and Parent shall, Parent and Purchaser shall file as soon as practicable notifications practicable, file any required Notification and Report Forms under the HSR Act and respond as promptly as practicable to any inquiries received from with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice for additional information or documentation (the “Antitrust Division”) and shall use reasonable best efforts to respond as promptly as practicable to all inquiries and requests received from any State Attorney General the FTC or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act Antitrust Division for additional information or as soon thereafter as practicabledocumentation. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Company Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover Law or similar Law becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall each request early termination not be required to take any action to exempt any stockholder of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States from any such Law. ("CFIUS"d) pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (be) Each of the parties hereto agrees to cooperate and shall use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Actionprevent the entry of, and to have cause to be discharged or vacated, liftedany order or injunction of a Governmental Entity precluding, reversed restraining, enjoining or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibiting consummation of the TransactionsMerger. (f) Notwithstanding the foregoing provisions of this Section 5.5, includingneither Parent nor Purchaser shall be required to accept, without limitationas a condition to obtaining any required approval or resolving any objection of any Governmental Entity, by vigorously pursuing all available avenues any requirement to divest or hold separate or in trust (or the imposition of administrative and judicial appealany other condition or restriction with respect to) any of the respective businesses of Parent, Purchaser, the Company or any of their respective Subsidiaries, the Company Assets, the Parent Assets, the Company Real Property or the Parent Real Property.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and the Subsidiaries Studio Entities as are set forth in Section 3.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such action. Subject to the terms and conditions of this Agreement, the Parties agree to use their reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and cause the conditions to the Transactions to be satisfied. In furtherance and not in limitation of the foregoing, each of the Parties shall (and shall cause their respective Subsidiaries and Affiliates to) (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof, to file or cause to be filed any and all required notification and report forms under the HSR Act with respect to the Transactions contemplated by this Agreement, (ii) use all reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, and (iii) supply or cause to be supplied to any Governmental Authority as promptly as practicable any additional information or documentary material that may be requested pursuant to any Law or by such Governmental Authority. (b) Each of the Parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other Parties of any material communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about and consider in good faith the views of the other party in connection with, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any material meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings (other than each Party’s filing pursuant to the HSR Act) or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions, provided, that such communications may be redacted (x) to remove references concerning the valuation of the businesses of LG Parent and its Subsidiaries, or proposals from third parties hereto agrees with respect thereto, (y) as necessary to cooperate comply with contractual agreements and use (z) as necessary to address reasonable privilege or confidentiality concerns. The Parties, as they deem advisable and necessary, may designate any competitively sensitive material provided to the other under this Section 6.06(b) as “Outside Counsel Only Material,” and such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed to other Representatives of the recipient unless express written permission is obtained in advance from the source of the materials or its reasonable best efforts legal counsel. No Party shall take or cause to vigorously contest be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions, including withdrawing its filing under the HSR Act or entering into any timing agreement with any Governmental Authority without the written consent of the other Party. (c) From and resist after the date of this Agreement until the earlier of the StudioCo Amalgamation Effective Time or termination of this Agreement in accordance with its terms, the Parties shall each notify the other in writing promptly after learning of any Action, including any shareholder or equityholder demands or other shareholder or equityholder Actions (including derivative claims), relating to this Agreement, any other Transaction Document or any matters relating thereto (collectively, the “Transaction Litigation”) commenced or threatened against, in the case of SEAC, SEAC Entities or any of their Representatives (in their capacity as a Representative of such Person) or, in the case of LG Parent, Studio HoldCo, StudioCo or any Studio Entity or any of its Subsidiaries, or any of their respective Representatives (in their capacity as a Representative of such Person). The Parties shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in (but not, for the avoidance of doubt, control) the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other; provided, that, in no event shall (x) SEAC, the SEAC Entities or any of their Representatives settle or compromise any Transaction Litigation without the prior written consent of LG Parent (not to be unreasonably withheld, conditioned or delayed) or (y) LG Parent, Studio HoldCo, StudioCo or any Studio Entity or any of its Subsidiaries, or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SEAC (not to be unreasonably withheld, conditioned or delayed). (d) Nothing in this Section 6.06 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, (iv) enter into new licenses or other agreements, or (v) to litigate or contest any administrative or judicial Action, and to have vacated, lifted, reversed action or overturned proceeding or any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) that , challenging the Transaction or this Agreement as violative of any antitrust law, and no Party shall agree to any of the foregoing measures in connection with this Section 6.06, except with the other Parties’ prior written consent. Notwithstanding anything to the contrary but subject to the following proviso, in no event shall LG Parent or any of its Subsidiaries, on the one hand, or SEAC or the SEAC Entities or any of their Affiliates, on the other hand, be obligated to agree to any restrictions on its businesses, divisions, operations, or product lines or bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which it is a party or otherwise required in effect and that restricts, prevents or prohibits connection with the consummation of the Transactions; provided, includingthat, without limitationfor the avoidance of doubt, by vigorously pursuing all available avenues the foregoing shall not in any way limit SEAC’s and the SEAC Entities’, or any of administrative and judicial appealtheir Affiliates’, express obligations set forth in the other provisions of this Agreement regarding bearing any expenses or paying any fees with respect to the SEAC Shareholder Approvals or the approval of the SEAC Warrant Agreement Amendment.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including: cooperation in the preparation and filing of the Offer Documents and the Directors' Circular and any required filings under the Competition Act, without limitation, using its reasonable best efforts and any amendments to any such filings; and to diligently make all required regulatory filings and applications and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company Corporation and the Subsidiaries its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill fulfil the conditions to the Offer Offer. PUBLIC ANNOUNCEMENTS - Prior to any announcement of a Transaction Proposal, the Purchaser and the Merger; provided that neither Corporation agree to consult with each other before issuing any press release or otherwise making any public statements with respect to the Offer. The Corporation further agrees not to make any public statements at any time with respect to the business plans of the Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any for the Corporation without the prior written consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser. REGULATORY APPROVALS - The Purchaser shall, Parentand shall cause the Offeror to diligently pursue, Company all of the regulatory approvals referred to or any contemplated by paragraphs (b) and (c) of their respective subsidiaries or (B) limits Parent's freedom section 3 of action Schedule "A" hereto, and shall keep the Corporation informed with respect toto the status of applications for all such approvals, or its ability including providing all relevant documentation to retainthe Corporation to allow it to assess the status of such applications. TAKE UP AND PAYMENT - Subject to the terms and conditions hereof, the Company and Purchaser agrees to cause the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that Offeror to take up the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications Common Shares deposited under the HSR Act Offer and respond as promptly as practicable to any inquiries received from pay for such Common Shares in accordance with applicable Securities Laws. INCREASE IN CONSIDERATION - The Purchaser covenants that, in the Federal Trade Commission and event the Antitrust Division of Offeror increases the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications consideration per Common Share offered under the HSR Act or Offer (but for greater certainty, excluding any greater consideration paid as soon thereafter as practicable, the Company and Parent shall each request early termination a result of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision any proceeding in respect of fair value under the Transactions. The Company agrees CBCA or any other subsequent acquisition transaction), the Offeror will pay such increased consideration to each holder of Shares tendered, by such holder, notwithstanding that Parent shall such Common Shares have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made previously been taken up and paid for by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionOfferor. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) Party will use its reasonable best efforts to (and, in the case of Parent, cause each of its subsidiaries its Ultimate Parent Entity (as defined in the HSR Act and accompanying regulations) and HSR Affiliates (as defined in the HSR Act and accompanying regulations) (collectively, (the “Parent Group”) to) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Antitrust Laws and regulations to consummate cause the conditions to Closing to be satisfied. In furtherance and not in limitation of the foregoing, (i) each Party hereto agrees to make effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR Act (the “HSR Filing”) with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act and to take any and all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) Parent shall prepare and submit, includingor shall cause to be prepared and submitted, without limitationwithin five (5) Business Days of the date hereof, using to the Commissioner of Competition a request for an advance ruling certificate to be issued pursuant to Section 102 of the Competition Act (Canada) (the “Canadian Competition 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 6.4(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to obtain (i) cooperate in all Permitsrespects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, consentsincluding any proceeding initiated by a private party; (ii) subject to applicable Law, approvals, authorizations, qualifications and orders of Governmental Authorities and parties furnish to contracts the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any applicable Law in connection with the Company transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such party from, or given by such party to, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the Subsidiaries FTC, the DOJ, or any other Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the DOJ, FTC, or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review any substantive communication given by it to, and consult with each other in advance, and consider in good faith the other Party’s reasonable comments in connection with, any communication, 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. Parent may, with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), withdraw the HSR Filing one or more times and shall refile on a date agreed upon between outside counsel for Parent and the Company. For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Antitrust Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (c) No Party shall independently participate in any substantive meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry relating to Section 6.4(a) or Section 6.4(b) without giving the other Parties sufficient prior notice of the meeting (to the extent reasonably practicable) and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate in such substantive meeting or communication. Parent shall, and shall cause its HSR Affiliates and subsidiaries to, take any and all steps necessary for to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or (y) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment issued pursuant to any Antitrust Law that would prevent, prohibit, restrict or materially delay the consummation of the Transactions Closing, so as to enable the Parties to consummate the Closing expeditiously (but in no event later than the End Date), including, but without limiting the foregoing, (i) proposing, negotiating, committing to and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required effecting, by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangementsotherwise, that (A) requires the divestiture sale, divesture, disposition, or license of any assets assets, properties, products, rights, services or businesses of any of the PurchaserParent, Parent’s subsidiaries, Parent’s HSR Affiliates, or the Company or any of their respective its subsidiaries or any interest therein and (Bii) limits otherwise taking or committing to take actions that would limit Parent's ’s, Parent’s subsidiaries, Parent’s HSR Affiliates, or the Company’s or its subsidiaries’ freedom of action with respect to, or its or their ability to retainretain any assets, properties, products, rights, services or businesses of Parent, Parent’s subsidiaries, Parent’s HSR Affiliates, or the Company or its subsidiaries or any interest or interests therein. Notwithstanding anything to the contrary herein or otherwise, in no event shall Parent, Parent’s subsidiaries or Parent’s HSR Affiliates be required to take any steps or actions (including any sale, divestiture, disposition, or license of any assets, properties, products, rights, services or businesses of Parent, Parent’s subsidiaries, the Company or the Company’s subsidiaries or, in each case, any interest therein) that, individually or in the aggregate, would represent or result in a loss of more than $80,500,000 of the recurring monthly revenues of Parent, Parent’s subsidiaries, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businessesCompany’s subsidiaries taken as a whole; provided, furtherthat, that notwithstanding the foregoing, Parent, Parent’s subsidiaries and Parent’s HSR Affiliates shall not be required under any circumstances to, directly or indirectly, sell (or agree to sell), whether by merger, consolidation, operation of law, asset sale or license, sale of equity interests or otherwise, the Whole of the P1 Business. Parent and Merger Sub shall not be required to agree to any amendment to, or waiver under this Agreement. The Company shall, and shall cause its subsidiaries to, agree to make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or implement any other remedy, requirement, obligation, condition or restriction related to the conduct of it and its subsidiaries’ businesses (in each case solely to the extent implementation and effectiveness of such actions are contingent upon the Closing) pursuant to this Section 6.4(c) to resolve any Governmental Entity’s objections to or concerns about the transactions contemplated by this Agreement if and to the extent instructed in writing by Parent. For the avoidance of doubt, the Company shall not, and shall cause its subsidiaries not to, make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or agree to implement any other remedy, requirement, obligation, condition or restriction related to the conduct of it and its subsidiaries’ businesses pursuant to this Section 6.4(c), unless so instructed in writing by Parent in order to resolve any Governmental Entity’s objections to or concerns about the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein or otherwise, nothing in this Section 6.4 shall limit a Party’s right to validly terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c). (d) Subject to the obligations under Section 6.4(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be required to instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, (i) each of Parent, Merger Sub and the Company shall, and Parent shall cause each member of the Parent Group to, cooperate in all material respects with each other and use its respective reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative such action or judicial Action, proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (order, whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents or prohibits restricts consummation of the Transactionstransactions contemplated by this Agreement, includingand (ii) Parent and Merger Sub must defend, without limitationat their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. (e) Neither Parent nor Merger Sub nor any of their HSR Affiliates shall acquire or agree to acquire, by vigorously pursuing all merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order prohibiting the consummation of the transactions contemplated by this Agreement; or (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise. (f) Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a Party will be provided to the other Party on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available avenues of administrative and judicial appealto the other Party.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to as soon as practicably possible (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the Transactions, includingand (ii) obtain from Governmental Authorities and third parties any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with be obtained by Parent or the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement. (b) Subject to appropriate confidentiality protections, each of Parent and the Company shall have the right to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (a) and (b) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions. (c) Merger Sub, the Company, and Parent shall use their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Schedule or (Biii) limits Parent's freedom of action with respect to, or its ability required to retain, prevent a Company Material Adverse Effect from occurring prior to the Company and Effective Time. In the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and Parent and their respective businesses resulting, or which could reasonably be required expected to result, after the Effective Time, from the failure to obtain such consent. In addition, at the request of Parent, the Company shall use its reasonable best efforts to obtain Permitsassist Parent in obtaining any estoppel certificates from any ground lessor under the ground leases underlying the Leased Properties. (d) Notwithstanding anything to the contrary in this Agreement, consentsin connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the Merger or any other Transaction, approvals(i) without the prior written consent of Parent which shall not be unreasonably withheld, authorizationsnone of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, qualifications make any commitment or incur any liability or other obligation due to such Person and orders only (ii) none of Parent, Merger Sub or their respective affiliates shall be required to pay or commit to pay to such Governmental Authorities and parties Person whose approval or consent is being solicited any cash or other consideration, make any commitment or to contracts with the incur any liability or other obligation. (e) The Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, will (i) permit Parent and Purchaser shall file as soon as practicable notifications under the HSR Act Lenders and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and respective representatives to have vacatedreasonable access, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect during normal business hours and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.upon at least twenty-four

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly (and in any event within ten (10) business days of the date hereof) its respective filings, and thereafter make any other reasonable required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions Merger and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the TransactionsMerger, including, without limitation, using its reasonable best efforts to promptly obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities (including the approval of the Delaware Insurance Department, the Illinois Department of Insurance, the Minnesota Department of Commerce and the Arkansas Insurance Department, (collectively, the “Form A Approvals”)) and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Transactions Merger and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser Merger Sub nor Parent will be required by this Section 7.09 6.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the PurchaserMerger Sub, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's ’s freedom of action with respect to, or its ability to retain, the Company and the Company Subsidiaries or any portion thereof or any of Parent's ’s or its affiliates' ’ other assets or businesses; provided. Without limiting the foregoing, further, that the Company Parent shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications file or submit the Form A Approvals within ten (10) business days after the date hereof and orders only of such to respond promptly to any request by any Governmental Authorities Authority for any additional information and parties to contracts with documentary material in connection therewith. Parent shall give the Company and its counsel a reasonable opportunity to review and comment on the Subsidiaries that are requested by Form A Approvals, and all amendments or supplements thereto prior to their being filed or submitted. Each of Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly forward to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant other all notices, inquiries and other written communications received by it from any Governmental Authority relating to the Exon-Flor▇▇ ▇▇▇vision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Each of Parent and the Company agrees that Parent shall have to defend vigorously against any actions, suits or proceedings in which either party or its subsidiaries is named as defendant which seeks to enjoin, restrain or prohibit the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental AuthorityTransactions. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each . Subject to Section 6.04 and the termination rights provided in Article VIII, none of the parties hereto agrees Company, Parent or Merger Sub shall until the Effective Time, directly or indirectly, take any action or fail to cooperate and use its reasonable best efforts to vigorously contest and resist take any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) action that is in effect and intended to, or that restrictswould reasonably be likely to, prevents materially delay or prohibits prevent the consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect agrees to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the Transactionsmost expeditious manner reasonably practicable, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required transactions contemplated by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or PurchaserAgreement. Without limiting the foregoing, each of the Company, Parent and Purchaser Merger Sub shall file as soon as practicable notifications make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to the Merger and respond the transactions contemplated hereby and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, in all cases, as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement. Each party acknowledges that its goal is to file any required submissions under the HSR Act within 15 Business Days after the date of this Agreement jointly give notice of the Transactions promptly and to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") file other required filings pursuant to other Antitrust Laws within 45 calendar days after the Exon-Flor▇▇ ▇▇▇visiondate of this Agreement and that if a party is not prepared to file any such submission or filing within such period, and each its senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other party. Each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Flor▇▇ ▇▇▇vision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Flor▇▇ ▇▇▇vision. In addition, the Company, Parent and Purchaser agree to make Merger Sub shall supply as soon promptly as reasonably practicable such other filings as any additional information and documentary material that may be necessary requested pursuant to the HSR Act or required by any non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable other Laws with respect to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate which a filing has been made and use its reasonable best efforts to vigorously contest and resist any Actiontake or cause to be taken all actions necessary, including administrative proper or judicial Actionadvisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to have vacatedbe or should be made or consents, liftedapprovals, reversed permits or overturned authorizations are required to be or should be obtained under any decreeother federal, judgmentstate or foreign Law or regulation or whether any consents, injunction approvals or waivers are required to be or should be obtained from other order (whether temporary, preliminary parties to contracts or permanent) that is instruments material to the Company's or its Subsidiaries' business in effect and that restricts, prevents or prohibits connection with the consummation of the Transactionstransactions contemplated by this Agreement and (B) in promptly making any such filings, includingfurnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. (b) In the event that any action, suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the date hereof, the parties hereto agree to cooperate and use their reasonable best efforts to defend vigorously against it and respond thereto. (c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the Merger, (i) without limitationthe prior written consent of Parent (which shall not be unreasonably withheld or delayed), by vigorously pursuing none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any material amount of cash or other consideration, make any material commitment or incur any material liability or other material obligation due to such person and (ii) except with respect to the Financing Commitments, neither Parent nor Merger Sub shall be required to pay or commit to pay to such person whose approval or consent is being solicited any material amount of cash or other consideration, make any material commitment or to incur any material liability or other material obligation; provided, however, that Parent and Merger Sub shall give the Company the opportunity to make such payments. (d) Nothing in this Agreement shall obligate Parent, Merger Sub or any of their respective Affiliates to agree (i) to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or to divest, dispose of or hold separate any securities or all available avenues or a material portion of administrative their respective businesses, assets or properties or a material portion of the business, assets or properties of the Company or any of its Subsidiaries or (ii) to limit in any material respect the ability of such entities (A) to conduct their respective businesses or own such material assets or properties or to conduct the businesses or own the material properties or assets of the Company and judicial appealits Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and its Subsidiaries.