Common use of Reasonable Efforts; Notification Clause in Contracts

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectively. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the Transaction Agreementssole discretion of such party. In connection with and without limiting the foregoing, the Company Launch and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Yahoo! or any action permitted by Sections 5.02(bof its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or 5.02(d)categories of assets of Yahoo!, respectivelyany of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) In performing Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Operative Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Transaction or this Operative Agreement or any of the other Transaction Agreement Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Transaction or this Operative Agreement or any other Transaction AgreementTransaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction AgreementsOperative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, neither the Company Board nor the Company shall not be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(dSection 6.02(b), respectively. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement that is qualified as to materiality becoming untrue or inaccurate in any filing respect or submission and any such representation or warranty that is not so qualified becoming untrue or inaccurate in connection with any investigation material respect or other inquiry, (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),it under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Merger or other Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger or other Transactions and to fully carry out the purposes of this Agreement and the Transaction Agreements. In connection with and without limiting the foregoing, the Company Parent and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectively. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) cooperate with each other any representation or warranty made by it contained in connection with any filing Transaction Agreement that is qualified as to materiality becoming untrue or submission and inaccurate in connection with any investigation respect or other inquiry, any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under any Transaction Agreement; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement or the Transaction Agreements.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement Agreement, the Company Voting Agreements or any other Transaction Agreement of the transactions contemplated hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreementthereby, take all action necessary use commercially reasonable efforts to ensure that the Merger Merger, this Agreement, the Company Voting Agreements and the other Transactions transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement, the Company Voting Agreements and the transactions contemplated hereby and thereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, each or any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any Transaction or of the other transactions contemplated by this Agreement or any other Transaction the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or the Offer, the Merger, this Agreement, the Stockholder Agreement or any other Transaction transaction contemplated by this Agreement or the Stockholder Agreement, take all action reasonably necessary to ensure that the Offer, the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement or the Stockholder Agreement. Notwithstanding the foregoing, neither the Company Board nor the Company Nothing in this Agreement shall be prohibited from taking deemed to require Parent to dispose of or hold separate any action permitted by Sections 5.02(b) asset or 5.02(d), respectivelycollection of assets. (b) In performing Each of the parties obligations under Section 6.03(a) Company and Parent shall keep the other apprised of the status of matters relating to Antitrust Laws (completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as defined below)the case may be, each or their respective Subsidiaries, from any third party and/or any Governmental Entity alleging that the consent of Parent such third party or Governmental Entity is or may be required with respect to the Offer, the Merger and the other transactions contemplated by this Agreement. Each of the Company and Parent shall use its reasonable efforts give prompt notice to the other of (i) cooperate the occurrence or non-occurrence of any fact or event which would be reasonably likely (x) to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Effective Time or (y) to cause any covenant, condition or agreement under this Agreement not to be complied with each other in connection with any filing or submission satisfied and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division failure of the Department Company, Parent or Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreement of Justice (the "DOJ"),parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the -------------------------------- conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent, Parent and Company shall give prompt notice to Purchaser upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Indirect Parent, Second Intermediary Parent, First Intermediary Parent, Company or Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, -------- ------- warranties, covenants or agreements of the Transaction Agreements. In connection with and without limiting parties or the foregoing, conditions to the Company and obligations of the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or parties under this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectively. (b) In performing Purchaser shall give prompt notice to Company upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate, or of any failure of Purchaser or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied; provided, however, that no such notification -------- ------- shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all 40 necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, each or any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement, Agreement each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated hereby, including the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions Merger and the transactions contemplated hereby, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company Nova and the Company Nova Board shall (i) take all action necessary to ensure that no shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction the Merger or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take use all action necessary commercially reasonable efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding effect of such statute or regulation on the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyMerger and this Agreement. (b) In performing Nova shall give prompt notice to Saturn upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Nova to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(a) this Agreement. Nova will notify Saturn of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to Antitrust Laws or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. (as defined below)c) Saturn shall give prompt notice to Nova upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any failure of Saturn to comply with or satisfy in any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Saturn will notify Nova of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party from, or given by such party to, any of its Subsidiaries that relate to the Federal Trade Commission (the "FTC"), the Antitrust Division consummation of the Department of Justice (the "DOJ"),Merger.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and the Company Board shall (i) take all action necessary to ensure that no its directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take all action necessary use their commercially reasonable efforts to ensure that enable the Merger Transaction and the other Transactions may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by the Transaction Agreementsthis Agreement. Notwithstanding anything herein to the foregoingcontrary, neither nothing in this Agreement shall be deemed to require Parent or the Company Board nor to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the Company shall be prohibited from taking imposition of any action permitted by Sections 5.02(b) material limitation on the ability of any of them to conduct their business or 5.02(d)to own or exercise control of such assets, respectivelyproperties and stock. (b) In performing The Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)the Company upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, each or of any failure of Parent and the Company shall use its reasonable efforts to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.5, each of the parties shall agrees to use its reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or (b) The Company shall give prompt notice to EVI, and EVI shall give prompt notice to the Company, of (i) any representation or other legal proceedings, whether judicial or administrative, challenging warranty made by it contained in this Agreement becoming untrue or inaccurate in any other Transaction Agreement respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations or warranties or covenants or agreements of the parties or the consummation conditions to the obligations of the Transactions, including seeking parties hereunder. (i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act with respect to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the Merger as promptly as reasonably possible following execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes this Agreement. Each of the Transaction Agreements. In connection with and without limiting parties agrees to use reasonable efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the foregoingHSR Act. (ii) Except as otherwise required by United States regulatory considerations, the Company will furnish to EVI copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Company HSR Documents")) between the Company, or any of its respective representatives, on the one hand, and any Governmental Entity, or members of the Company Board shall (i) take all action necessary staff of such agency or authority, on the other hand, with respect to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any the Merger; provided, however, that (x) with respect to documents and other Transaction Agreement and (ii) if any state takeover statute materials filed by or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither behalf of the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectively. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice Justice, the Federal Trade Commission, or any state attorneys general that are available for review by EVI, copies will not be required to be provided to EVI and (y) with respect to any Company HSR Documents (1) that contain any information which, in the "DOJ"reasonable judgment of Coll▇▇▇, ▇▇▇▇▇▇▇, Rill & Scot▇, ▇▇ould not be furnished to EVI because of antitrust considerations or (2) relating to a request for additional information (iii) Nothing contained in this Agreement shall be construed so as to require EVI or the Company, or any of their respective subsidiaries or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any material assets or businesses of EVI, the Company or the Surviving Corporation (or to require EVI, the Company or any of their respective subsidiaries or affiliates to agree to any of the foregoing),. The obligations of each party under Section 5.5(a) to use reasonable efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and with its obligations under this Section 5.5(c).

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement and the Related Agreements, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Parent, any of its affiliates or Company or the holding separate of the Transaction Agreements. In connection with and without limiting shares of Company Common Stock (or shares of stock of the foregoing, Surviving Corporation) or imposing or seeking to impose any material limitation on the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement ability of Parent or any other Transaction Agreement and of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that shares of stock of the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(dSurviving Corporation), respectively. (b) In performing Each of Company and Parent will give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each other of Parent and the Company shall use its reasonable efforts to (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing or submission and in connection with any investigation or other inquirythe Merger, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed in all material respects Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Parent of any material communication received representation or warranty made by such party fromit contained in this Agreement becoming untrue or inaccurate, or given any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party tothat the conditions set forth in Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the parties shall Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions 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 to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations necessary, proper or advisable registrations, filings and filings (including filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, ; (ii) the obtaining of all necessary necessary, proper or advisable consents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, ; and (iii) the defending execution and delivery of any additional documents or instruments necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. In addition, each of Parent, Merger Sub and the Company agrees to use its commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Offer, the Merger, this Agreement or any other the transactions contemplated by the Transaction Agreement or the consummation of the TransactionsDocuments, including seeking to have any stay or temporary restraining order Order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed reversed. (b) The Company shall give prompt notice to Parent, and Parent and Merger Sub shall give prompt notice to the Company, if (ivi) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes representations, warranties, covenants or agreements of the Transaction Agreements. In connection with and without limiting parties or the foregoing, conditions to the obligations of the parties under this Agreement. (c) The Company and the shall use all reasonable efforts to encourage its employees to accept any offers of employment extended by Parent or any of its Affiliates. (d) The Company Board shall (i) take all action actions necessary to ensure that no state takeover statute or similar statute or regulation Antitakeover Law is applicable or becomes applicable operative with respect to any the Offer, the Merger, the Transaction or this Agreement Documents or any other Transaction Agreement transactions contemplated by thereby and (ii) if any state takeover statute Antitakeover Law is applicable or similar statute or regulation becomes applicable operative with respect to any the Offer, the Merger, the Transaction or this Agreement Documents or any other Transaction transaction contemplated by this Agreement, take all action actions necessary to ensure that the Offer, the Merger and any other transactions contemplated by the other Transactions Transaction Documents may be consummated as promptly as practicable on the terms contemplated thereby and otherwise to minimize the effect of such Laws on the Offer, the Merger and the other transactions contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyDocuments. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsTransactions to be performed or consummated by such Party in accordance with the terms of this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the TransactionsTransactions to be performed or consummated by such Party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions to be performed or consummated by such Party in accordance with the terms of this Agreement and to fully carry out the purposes of the Transaction Agreementsthis Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (ix) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all reasonable action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger and the other Transactions. Notwithstanding Subject to applicable Laws relating to the foregoingexchange of information, neither the Company Board nor Parent and the Company shall be prohibited from taking have the right to review in advance and, to the extent practicable, each will consult with the other Party on, all of the information relating to itself and its subsidiaries that appear in any action permitted by Sections 5.02(b) filing made with, or 5.02(d)written materials submitted to, respectivelyany Governmental Entity in connection with the Merger and the Transactions. (b) In performing Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with its Representatives in doing, all things necessary, proper or advisable to obtain, prior to the parties obligations under Section 6.03(a) relating mailing of the Company Proxy Statement, all waivers and consents required from Parent’s lenders to Antitrust Laws (as defined below)consummate the Transactions, each including, without limitation, to provide Parent with sufficient funds to deliver the Cash Consideration and other cash payments due hereunder and to permit the existence of Parent the Liens of the Company and the Company Subsidiaries contemplated herein. (c) The Company shall use its reasonable efforts give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement that is qualified as to materiality becoming untrue or inaccurate in any filing respect or submission and any such representation or warranty that is not so qualified becoming untrue or inaccurate in connection with any investigation material respect or other inquiry, (ii) keep the other party informed failure by it to comply with or satisfy in all any material respects respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. (d) Nothing in Section 6.04(a) shall require Parent to dispose of any material communication received by such party fromof its assets or to limit its freedom of action with respect to any of its businesses, or given by such party toto consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the Federal Trade Commission (foregoing, and nothing in Section 6.04(a) shall authorize the "FTC")Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating solely to the Antitrust Division of Laws or to avoid the Department of Justice (entry of, or to effect the "DOJ"),dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating solely to Antitrust Laws.

Reasonable Efforts; Notification. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each the Company and Acquiror shall: (i) use all reasonable efforts to cooperate with one another in determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities and any third parties in connection with the execution and delivery of this Agreement and the Partnership Merger Agreement, and the consummation of the parties shall transactions contemplated hereby and thereby, and to timely make all such filings and seek all such consents, approvals, permits and authorizations; (ii) use its all reasonable efforts to obtain, in writing, any lender consents listed in Part 5.4 of the Disclosure Letter (the "Lender Consents") in the manner set forth therein, and the lessor consents listed in Part 5.4 of the Disclosure Letter (the "Lessor Consents") (such Lender Consents and Lessor Consents being referred to herein collectively as the "Required Consents") in form reasonably satisfactory to the Company and Acquiror; and (iii) use all reasonable efforts to take, or cause to be taken, all actions, other action and to do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things necessary, proper or advisable appropriate to consummate and make effectiveeffective the transactions contemplated by this Agreement and the Partnership Merger Agreement, subject in the most expeditious manner practicablecase of the Company to the exercise by the Board or Special Committee of its duties under applicable law; provided, the Merger and the however, that nothing in this subsection (a) shall require Acquiror to pay or commit to pay any money or other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, consideration or to avoid an action or proceeding by, incur any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits liability or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyobligation. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt written notice to Acquiror (i) cooperate with each other if any representation or warranty made by the Company contained in connection with this Agreement that is qualified by Company Material Adverse Effect becomes untrue or incorrect in any filing respect, or submission and any such representation or warranty that is not so qualified becomes untrue or incorrect in connection with any investigation material respect, or other inquiry, (ii) keep of the other party informed failure by the Company to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Acquiror shall give prompt written notice to the Company (i) if any representation or warranty made by Acquiror contained in this Agreement becomes untrue or incorrect in any material respect, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division ii) of the Department failure by Acquiror to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by Acquiror under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of Justice (the "DOJ"),parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactionsnon- actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if anyrequired by the HSR Act) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on Transaction Documents and (v) subject to the terms contemplated by execution of appropriate confidentiality agreements, reasonably cooperating with all potential sources of financing to the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectively. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other Investor in connection with any filing the transactions contemplated by this Agreement, and the taking of all reasonable steps as may be necessary or submission and advisable to consummate one or more financing transactions with such potential sources of financing, including participating in connection "road shows" with any investigation respect to the issuance of securities in one or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),more

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or the holding separate of the Transaction Agreements. In connection with and without limiting shares of Company Common Stock (or shares of stock of the foregoing, Surviving Corporation) or imposing or seeking to impose any limitation on the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement ability of Parent or any other Transaction Agreement and of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that shares of stock of the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(dSurviving Corporation), respectively. (b) In performing Each of Company and Parent will give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each other of Parent and the Company shall use its reasonable efforts to (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing or submission and in connection with any investigation or other inquirythe Merger, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed in all material respects Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Parent of any material communication received representation or warranty made by such party fromit contained in this Agreement becoming untrue or inaccurate, or given any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party tothat the conditions set forth in Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall Company, Parent and Sub agrees to use its commercially reasonable good faith efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary applications, registrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or non-actions, licenses, consents, approvals or waivers from Governmental Entities and the other third parties, (iii) taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement, (v) the defending of any lawsuits or other legal proceedings, by persons other than Governmental Entities, challenging this Agreement or the consummation of the Transaction Agreements. In transactions contemplated hereby or thereby, including the using of all commercially reasonable efforts necessary to lift, rescind or mitigate the effect of any injunction or restraining order or other order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby, (vi) the using of all commercially reasonable efforts to fulfill all conditions to the obligations of Parent, Sub or the Company pursuant to this Agreement, (vii) the Company taking all commercially reasonable actions requested by Parent in connection with and without limiting the foregoingobtaining any consents, waivers or amendments requested by Parent under any outstanding debt instruments of the Company and (viii) the Company Board using of all commercially reasonable efforts to prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order, the entry, enactment or promulgation thereof, as the case may be; provided, however, that Parent shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, license, consent, approval or exemption is reasonably likely to be materially burdensome to Parent and its subsidiaries taken as a whole or to impact (ix) take all action necessary to ensure that no state takeover statute in a materially adverse manner the operations of Parent or similar statute (y) the economic or regulation is or becomes applicable to any Transaction or business benefits of the transactions contemplated by this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable so as to any Transaction or this Agreement or any other Transaction Agreementrender to Parent, take all action necessary to ensure that in the Merger and good faith judgment of Parent, inadvisable the other Transactions may be consummated as promptly as practicable on consummation of the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyMerger. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement that is qualified as to materiality becoming untrue or inaccurate in any filing respect or submission and any such representation or warranty that is not so qualified becoming untrue or inaccurate in connection with any investigation or other inquirymaterial respect, (ii) keep the other party informed failure by it to comply with or satisfy in all any material respects respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (iii) the occurrence of any material communication received by such party fromchange or event having, or given by which insofar as can reasonably be foreseen to have, a Material Adverse Effect on it; provided, however, that no such party tonotification shall (A) affect the representations, the Federal Trade Commission (the "FTC")warranties, the Antitrust Division covenants or agreements of the Department parties or the conditions to the obligations of Justice the parties under this Agreement or (B) limit or otherwise affect the "DOJ"),remedies available hereunder to the party receiving such notice.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties shall use its all commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated by this Agreement and the other TransactionsAncillary Agreements, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement of the Ancillary Agreements or the consummation of the Transactionstransactions contemplated by this Agreement or the Ancillary Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement and the Transaction Ancillary Agreements. In connection with and without limiting the foregoing, the Company Company, Newco and the Company Board their respective Boards of Directors shall (i) take all action requested by Sprint or Sprint L.P. reasonably necessary to ensure so that no state takeover statute of the States of California or Delaware or similar statute or regulation in such states is or becomes applicable to this Agreement, the Ancillary Agreements or any Transaction or transaction contemplated by this Agreement or any other Transaction Agreement the Ancillary Agreements and (ii) if any state takeover statute of the States of California or Delaware or similar statute or regulation in such states becomes applicable to this Agreement, any Transaction Ancillary Agreement or any transaction contemplated by this Agreement or any other Transaction Ancillary Agreement, take all action necessary reasonably requested by Sprint or Sprint L.P. and within the Company's or Newco's power to ensure that permit the Merger transactions contemplated by this Agreement and the other Transactions may Ancillary Agreements to be consummated as promptly as practicable on the terms contemplated by this Agreement and the Transaction Ancillary Agreements and otherwise take such actions as are reasonably requested by Sprint or Sprint L.P. and within the Company's or Newco's power to minimize the effect of such statute or regulation on the transactions contemplated by this Agreement and the Ancillary Agreements. Notwithstanding the foregoing, neither the Company Board nor of Directors of the Company shall not be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelySection 4.07. (b) In performing Each Party shall give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below)other parties, each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement or any filing Ancillary Agreement that is qualified as to materiality becoming untrue or submission and inaccurate in connection with any investigation respect, subject to such qualification, or other inquiry, any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) keep the other party informed failure of that Party to comply with or satisfy in all any material respects respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any Ancillary Agreement (including the Knowledge of Sprint of any material communication received by circumstance or condition that could reasonably be expected to render Sprint to be unable to satisfy the condition set forth in Section 2.03(e)); provided, however, that no such party from-------- ------- notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department Parties or the conditions to the obligations of Justice (the "DOJ"),Parties under this Agreement or the Ancillary Agreements.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, each or any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Board of Directors of the Company approves or recommends a Superior Proposal, each of the parties shall agrees to use its reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board of Directors shall (i) take all action necessary reasonable actions available to them to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Offer, the Merger, this Agreement Agreement, or any of the other Transaction transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or the Offer, the Merger, this Agreement Agreement, or any other Transaction transaction contemplated by this Agreement, take all action necessary reasonable actions available to them to ensure that the Offer, the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Offer, the Merger, this Agreement, and the other transactions contemplated by this Agreement. Notwithstanding the foregoing, neither the Company Board nor of Directors of the Company shall not be prohibited from taking any action permitted by Sections 5.02(b) Section 6.02(b). Nothing in this Agreement shall be deemed to require Parent to agree to dispose of any significant assets or 5.02(d)businesses of the Company, respectively.Parent or any of their respective subsidiaries. 46 41 (b) In performing the parties obligations under Section 6.03(a) relating The Company shall give prompt notice to Antitrust Laws (as defined below), each of Parent and Parent or Sub shall give prompt notice to the Company shall use its reasonable efforts to Company, of (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement that is qualified as to materiality becoming untrue or inaccurate in any filing respect or submission and any such representation or warranty that is not so qualified becoming untrue or inaccurate in connection with any investigation material respect, which untruth or other inquiry, inaccuracy would have a Material Adverse Effect or (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement and which failure would have a Material Adverse Effect; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated hereby, including without limitation (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement; provided, however, that the Transaction Agreementsobligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 5.02 or 8.01. In connection with and without limiting the foregoing, the Company and the Company Board shall shall, at the request of Parent: (i) take all action within its power reasonably requested by Parent as necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement the transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreementthe transactions contemplated hereby, take all action within its power reasonably requested by Parent as necessary to ensure that the Merger and the other Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the transactions contemplated hereby. Notwithstanding the foregoing, neither the Company Board nor the Company Nothing in this Agreement shall be prohibited from taking deemed to require any action permitted by Sections 5.02(b) party to waive any substantial rights or 5.02(d), respectivelyagree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) cooperate with each other any representation or warranty made by it becoming untrue or inaccurate in connection with any filing material respect or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon On the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; provided, however, that none of Time Warner, Sony or any of their respective affiliates shall be required to consent (or offer to consent) to (i) any prohibition or limitation on the ownership or operation by Time Warner or Sony or any of their respective subsidiaries or affiliates of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (ii) the disposal of or holding separate of any material portion of the business or assets of Holdco, CDnow, any Columbia House Entity, Time Warner or Sony or any of their respective subsidiaries or affiliates, (iii) any limitations on the ability of Holdco, Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to acquire or hold, or exercise full rights of ownership of, any equity interests in Holdco, CDnow, any Columbia House Entity or any of their respective subsidiaries, including limitations on the ability of Time Warner, Time Warner Canada, Sony or Sony Canada, or any of their respective subsidiaries or affiliates, to vote Holdco Common Stock or instruct the voting trustee as to voting the Voting Preferred Share on all matters properly presented to the stockholders of Holdco, or limitations on the ability of Holdco to vote CDnow Common Stock on all matters properly presented to the shareholders of CDnow, or (iv) any prohibition on Time Warner or Sony or any of their respective subsidiaries or affiliates effectively controlling in any material respect the business or operations of Holdco, CDnow, any Columbia House Entity and their respective subsidiaries or affiliates. In connection with and without limiting the foregoing, the Company CDnow and the Company CDnow Board shall (i) take all action corporate actions necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or other Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, any Transaction or other Transaction, this Agreement or any other Transaction Agreement, take all corporate action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement and the other Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectively. (b) In performing the parties obligations under Section 6.03(a) relating CDnow shall give prompt notice to Antitrust Laws (Time Warner and Sony, and Time Warner or Sony, as defined below)applicable, each shall give prompt notice to CDnow, of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other any representation or warranty made by it or any of its affiliates or subsidiaries contained in connection with any filing Transaction Agreement that is qualified as to materiality becoming untrue or submission and inaccurate in connection with any investigation respect or other inquiry, any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under any Transaction Agreement; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under the Transaction Agreements.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither nothing in this Agreement shall be deemed to require Parent or the Company Board nor or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any material business, assets or property, or the Company shall be prohibited from taking imposition of any action permitted by Sections 5.02(b) material limitation on the ability of any of them to conduct their businesses or 5.02(d)to own or exercise control of such assets, respectivelyproperties and stock. (b) In performing The Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, each or any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely to result in the imposition of a condition or restriction of the Transaction Agreementstype referred to in clause (ii), (iii) or (iv) of Section 6.01(g). In connection with and without limiting the foregoing, Parent, the Company and the Company Board their respective Boards of Directors shall (i) take all action necessary to ensure so that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction transaction contemplated by this Agreement, take all action necessary to ensure so that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding effect of such statute or regulation on the foregoing, neither Merger and the Company Board nor the Company shall be prohibited from taking any action permitted other transactions contemplated by Sections 5.02(b) or 5.02(d), respectivelythis Agreement. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) cooperate with each other any representation or warranty made by it or contained in connection with this Agreement that is qualified as to materiality becoming untrue or inaccurate in any filing respect or submission and any such representation or warranty that is not so qualified becoming untrue or inaccurate in connection with any investigation material respect or other inquiry, (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement ; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither nothing in this Agreement shall be deemed to require Parent or the Company Board nor or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the Company shall be prohibited from taking imposition of any action permitted by Sections 5.02(b) material limitation on the ability of any of them to conduct their businesses or 5.02(d)to own or exercise control of such assets, respectivelyproperties and stock. (b) In performing The Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)the Company of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, each or any failure of Parent and the Company shall use its reasonable efforts to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) A. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Section 7. to be satisfied; (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities Bodies and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesBodies, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, Body; (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectively. (b) In performing assets or property, or the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects imposition of any material communication received limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. B. Company shall give prompt notice to Parent of any representation or warranty made by such party fromit contained in this Agreement becoming untrue or inaccurate, or given any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party tothat the conditions set forth in Section 7.2.A. or 7.2.B. would not be satisfied; provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement. C. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3.A. or 7.3.B. would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Transactions and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, Beacon and its board of directors and the Company and the Company Board shall (i) take all action necessary to ensure that no its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Transactions, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take all action necessary use its commercially reasonable efforts to ensure that enable the Merger Transactions and the other Transactions may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by the Transaction Agreementsthis Agreement. Notwithstanding anything herein to the foregoingcontrary, neither nothing in this Agreement shall be deemed to require Beacon or the Company Board nor to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the Company shall be prohibited from taking imposition of any action permitted by Sections 5.02(b) material limitation on the ability of any of them to conduct their business or 5.02(d)to own or exercise control of such assets, respectivelyproperties and stock. (b) In performing The Company shall give prompt notice to Beacon upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Beacon shall give prompt notice to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other upon becoming aware that any representation or warranty made by it contained in connection with any filing this Agreement has become untrue or submission and in connection with any investigation inaccurate, or other inquiry, (ii) keep the other party informed in all material respects of any failure of Beacon to comply with or satisfy in any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an claim, suit, action arbitration, dispute, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, arbitrations, disputes, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Notwithstanding anything in this Agreement to the Transaction Agreements. In connection with and without limiting contrary, neither Parent nor any of its subsidiaries or Affiliates shall be under any obligation to consent or otherwise agree to, or to make proposals to sell or otherwise dispose or hold separate (through the foregoingestablishment of a trust or otherwise) any assets or categories of assets of Parent, any of its Affiliates or the Company, or hold separate the Company and Common Stock (or shares of stock of the Company Board shall (i) take all action necessary to ensure that no state takeover statute Surviving Corporation), or similar statute any limitation or regulation is or becomes applicable to any Transaction or this Agreement on the ability of Parent or any other Transaction Agreement and of its subsidiaries or Affiliates to freely conduct their business or own assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that shares of stock of the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(dSurviving Corporation), respectively. (b) In performing Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. The Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.03(a7.3 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) relating In order to Antitrust Laws (as defined below), each facilitate the integration of the operations of Parent and the Company shall use its reasonable efforts and their subsidiaries and to (i) cooperate with each other in connection with any filing or submission permit the coordination of their related operations on a timely basis, and in connection with any investigation or other inquiryan effort to accelerate the earliest time possible following the Effective Time the benefits expected to be realized by the parties as a result of the Merger, (ii) keep the other party informed in all material respects of any material communication received by such party fromCompany shall, or given by such party and shall cause its subsidiaries to, consult with Parent on all strategic and operational matters to the Federal Trade Commission (extent such consultation is not in violation of Applicable Law, including laws regarding exchange of information and other laws regarding competition. Subject to the "FTC")foregoing limitations, the Antitrust Division Company will, and will cause its subsidiaries to, make available to Parent at its facilities and those of its subsidiaries, where determined by Parent to be appropriate and necessary, office space in order to assist in observing all operations and reviewing all matters concerning the affairs of the Department of Justice (the "DOJ"),Company.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) in the case of Parent, the obtaining of all necessary approvals under any applicable Gaming Laws required in connection with this Agreement, the Merger and the other Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the TransactionsTransactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of the Transaction Agreementsthis Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (ix) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all reasonable action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding effect of such statute or regulation on the foregoing, neither Merger and the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyother Transactions. (b) In performing The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Nothing in Section 6.03(a) shall require Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company's assets or limits on the Company's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating solely to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order ("Antitrust Laws") or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating solely to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),Laws.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and the parties shall Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions 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 to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations necessary, proper or advisable registrations, filings and filings (including filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental EntityEntity (including, without limitation, under the HSR Act); (ii) the obtaining of all necessary necessary, proper or advisable consents, approvals qualifications, approvals, waivers or waivers exemptions from third parties, non-governmental Third Parties; and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional documents or instruments necessary necessary, proper or advisable to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, the Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyDocuments. (b) In performing Without limiting the parties obligations under Section 6.03(aforegoing, (i) relating to Antitrust Laws (as defined below), each of the Company, Parent and Merger Sub shall use its commercially reasonable efforts to make promptly 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 the transactions contemplated hereby and (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 regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to Company Material Contracts in connection with the consummation of the 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. (c) Each party hereto shall promptly inform the other parties hereto of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use its reasonable efforts to make, or cause to be made, as soon as reasonably practical and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Laws, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed). (d) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require or be construed to require Parent or any of its Affiliates, in order to obtain the consent or successful termination of any review of any Governmental Entity regarding the Merger, to (i) cooperate with each other sell or hold separate, or agree to sell or hold separate, before or after the Effective Time, any assets, businesses or any interests in connection with any filing assets or submission and businesses, or Parent or any of its Affiliates or of the Interim Surviving Corporation or the Final Surviving Corporation (or to consent to any sale, or agreement, by Parent or by the Interim Surviving Corporation or the Final Surviving Entity of any assets or businesses, or any interests in connection with any investigation assets or other inquirybusinesses), or any change in or restriction on the operation by Parent of any assets or businesses (including any assets or businesses of the Interim Surviving Corporation or the Final Surviving Entity), (ii) keep enter into any contract or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the other party informed in all material respects benefits to Parent of the Merger, (iii) modify any material communication received by such party fromof the terms of this Agreement or the Merger, or given by the transactions contemplated hereby or thereby, or (iv) initiate or participate in any legal proceeding with respect to such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),matters.

Reasonable Efforts; Notification. (a) __Upon the terms and subject to the conditions set forth in this Agreementhereof, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to do, 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 to consummate and make effectiveeffective the transactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperation in the most expeditious manner practicablepreparation and filing of the Offer Documents, the Schedule 14D-9, the Information Statement, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments or supplements to any thereof and (ii) using its commercially reasonable efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. 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 commercially reasonable efforts to take all such necessary action. (b) The Company and Purchaser 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 Purchaser or the Company, as the case may be, or any of their subsidiaries, from any Governmental Entity with respect to the Offer, the Merger and or any of the other Transactionstransactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, including and consider in good faith the views of one another in connection with, and shall provide each other the opportunity to review and comment upon, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 7.3: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental EntitiesPurchaser agrees that, if any) and necessary to prevent any Governmental Entity from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of all reasonable steps any other action that would (x) restrain, enjoin or otherwise prohibit the Offer, the Merger or any of the other transactions contemplated by this Agreement or (y) cause any Offer Condition not to be satisfied, Purchaser shall (A) offer to accept an order to divest (and to enter into a consent decree or other agreement giving effect thereto) such of the Company's or Purchaser's assets and business, and agree to hold separate such assets and business pending such divestiture, and (B) enter into any supply, license, tolling, joint venture or other agreement or take any other action, as may be necessary to obtain an approval forestall such order, decree, ruling or waiver fromaction; provided, however, that notwithstanding the foregoing provisions of this clause (i), Purchaser shall not be required to take any such action that would have a material adverse effect on the Company and its Subsidiaries taken as a whole, to waive any material rights, or to avoid an take any action or proceeding by, that would result in any Governmental Entity, of the consequences referred to in paragraph (a) of Exhibit A and (ii) the obtaining without limitation of all necessary consents, approvals or waivers from third parties, clause (iiii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoingSection 7.3(c), the Company and Purchaser each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that (x) would delay, restrain, enjoin or otherwise prohibit consummation of the Company Board shall Offer, the Merger or any of the other transactions contemplated by this Agreement or (y) cause any Offer Condition not to be satisfied and, in the event that any such temporary or preliminary Order is entered in any proceeding, to take the steps contemplated by clause (i) of this Section 7.3(c) and to use its commercially reasonable efforts to take promptly any and all action other steps (including, the appeal thereof and the posting of a bond) necessary to ensure that no state takeover statute vacate, modify or similar statute or regulation is or becomes applicable suspend such Order so as to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated permit such consummation as promptly as practicable on after the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelydate hereof. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Transaction Option Agreement and the Stockholders' Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, the Transaction Option Agreement and the Stockholders' Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in the Annex A and Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Transaction Option Agreement or any other Transaction the Stockholders' Agreement or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, except pursuant to the Transaction Option Agreement and the Stockholders' Agreement, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or the Company or its subsidiaries or the holding separate of the Transaction Agreements. In connection with and without limiting shares of Company Common Stock (or shares of stock of the foregoing, Surviving Corporation) or imposing or seeking to impose any limitation on the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement ability of Parent or any other Transaction Agreement and of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that shares of stock of the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(dSurviving Corporation), respectively. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each Each of Parent and the Company shall use its reasonable efforts and Parent will give prompt notice to the other of (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing or submission and in connection with any investigation or other inquirythe transactions contemplated hereby, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed in all material respects transactions contemplated hereby, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the transactions contemplated hereby. The Company shall give prompt notice to Parent of any material communication received representation or warranty made by such party fromit contained in this Agreement, the Transaction Option Agreement or the Stockholders' Agreement becoming untrue or inaccurate, or given any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by such party toit under this Agreement, the Federal Trade Commission (Transaction Option Agreement or the "FTC")Stockholders' Agreement, in each case, such that the conditions set forth in the Annex A or Article VII would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, the Antitrust Division Transaction Option Agreement or the Stockholders' Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement, the Transaction Option Agreement or the Stockholders' Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, the Transaction Option Agreement or the Stockholders' Agreement, in each case, such that the conditions set forth in the Annex A or Article VII would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement, the Transaction Option Agreement or the Stockholders' Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, and subject in the case of the Company to the actions permissible pursuant to Section 5.4 (which Section shall not shall not limited or otherwise affect the Company’s obligations under clauses (i) through (v) of this Section), each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in ARTICLE VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities (it being understood that the failure to any of the foregoing shall not constitute a breach of this Section 5.7(a) provided that the Company exercises all reasonable efforts to accomplish the foregoing) and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties under any of its or its subsidiaries’ respective Contracts required to be obtained in connection with the consummation of the Transactions that Parent reasonably requests, including those set forth on Section 5.7 of the Company Schedule (it being understood that the failure to any of the foregoing shall not constitute a breach of this Section 5.7(a) provided that the Company exercises all reasonable efforts to accomplish the foregoing), (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions Transactions, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction the Transactions or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding effect of such statute or regulation on the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyTransactions and this Agreement. (b) In performing furtherance and not in limitation of the obligations of the parties obligations under set forth in Section 6.03(a) relating to Antitrust Laws (as defined below5.7(a), each of Parent and subject thereto, as soon as may be reasonably practicable the Company and Parent each shall use its reasonable efforts to file (i) cooperate a Notification and Report Form with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "“FTC"), ”) and the Antitrust Division of the United States Department of Justice (the "“DOJ"”) pursuant to the HSR Act with respect to the Transactions, including the Merger and (ii) any appropriate pre-merger notifications under the Antitrust Laws of any foreign jurisdiction, as reasonably agreed by the parties to be appropriate. The Company and Parent each shall promptly (a) supply the other with any additional information and documentary material that may be requested pursuant to the HSR Act which may be required in order to effectuate such filings and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (b) supply any additional information, which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties reasonably agree to be appropriate. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or any subsidiary or affiliate of Parent (x) to agree to any divestiture by itself or the Company or any of their respective subsidiaries or affiliates of shares of capital stock or of any business, assets or property (an “Action of Divestiture”),, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock, (y) to utilize all reasonable efforts, or otherwise, in responding to formal requests for additional information or documentary material pursuant to 16 C.F.R. 830.20 under the HSR Act, or any other Antitrust Law, for a period of time exceeding sixty (60) days from the receipt of any such initial request, or (z) to take any action under this Section 5.7 requested by any Governmental Entity that has the authority to enforce any Antitrust Law, that seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that Parent shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” means the S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. (c) The Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in ARTICLE VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, including without limitation Section 5.5 hereto, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other Transactions, including (i) the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the information required to be distributed to the shareholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board or Directors pursuant to Section 1.4 hereof, the preliminary Proxy Statement and the Proxy Statement and all necessary amendments or supplements thereto; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Entity and the making of all necessary registrations and filings (including filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectively. (b) In performing Each of the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below)Company, each of Parent and Purchaser shall give prompt notice to the Company shall use its reasonable efforts to other of (i) cooperate with each other any of their representations or warranties contained in connection with this Agreement becoming untrue or inaccurate in any filing respect (including receiving Knowledge of any fact, event or submission and circumstance which may cause any representation qualified as to Knowledge to be or become untrue or inaccurate in connection with any investigation respect) or other inquiry, (ii) keep the other party informed failure by them to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including the provisions of Section 5.4), each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take all action necessary use commercially reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, each or any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other TransactionsTransactions to be performed or consummated by such party in accordance with the terms of this Agreement, including (i) in the case of Parent, the obtaining of all necessary approvals under any applicable Gaming Laws required in connection with this Agreement, the Merger and the other Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the TransactionsTransactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of the Transaction Agreementsthis Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (ix) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all reasonable action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding effect of such statute or regulation on the foregoing, neither Merger and the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyother Transactions. (b) In performing The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Nothing in Section 6.03(a) shall require Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company's assets or limits on the Company's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating solely to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order ("Antitrust Laws") or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating solely to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),Laws.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be takentaken (including through its officers and directors and other appropriate personnel), all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, the Voting Agreement and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval Permits or waiver waivers from, or to avoid an action or proceeding by, any Governmental EntityEntity (including in respect of any Gaming Law), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company Target and the Company its Board of Directors shall (including through its officers and directors and other appropriate personnel) (i) take all action necessary to ensure that no state takeover takeover, business combination, control share, fair price or value statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement, the Voting Agreement or any of the other Transaction Agreement and transactions contemplated by this Agreement, (ii) if any state takeover takeover, business combination, control share, fair price or value statute or similar statute or regulation becomes applicable to any Transaction the Merger, this Agreement or this the Voting Agreement or any other Transaction transaction contemplated by this Agreement or the Voting Agreement, take all action necessary to ensure that the Merger and the other Transactions transactions contemplated by this Agreement or the Voting Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Transaction AgreementsVoting Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, the Voting Agreement and the other transactions contemplated by this Agreement and the Voting Agreement, and (iii) take all action necessary to assist Acq Corp in connection with efforts reasonably related to obtaining financing for the Merger and related transactions. Notwithstanding the foregoing, neither the Company Board nor the Company parties acknowledge that Acq Corp and its Affiliates are not obligated by Section 7.04(a) or any other provision of this Agreement to obtain any consent, approval, license, waiver, order, decree, determination of suitability or other authorization with respect to any limited partner of any Affiliate of Acq Corp. Nothing herein shall be prohibited from taking deemed to require Acq Corp or any action permitted by Sections 5.02(bof its Affiliates to take any steps (including without limitation the expenditure of funds) or 5.02(d)provide any information to obtain any consent, respectivelyapproval, license, waiver, order, decree, determination of suitability or other authorization, other than is customary in the States of Nevada, Iowa and Colorado for such matters. (b) In performing the parties obligations under Section 6.03(a) relating Target shall give prompt notice to Antitrust Laws (as defined below), each Acq Corp of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement becoming untrue or inaccurate in any filing respect (including receiving Knowledge of any fact, event or submission and circumstance which may cause any representation qualified as to the Knowledge of Target to be or become untrue or inaccurate in connection with any investigation respect) or other inquiry, (ii) keep the other party informed failure by it to comply with or satisfy in all any material respects respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; PROVIDED HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Acq Corp shall give prompt notice to Target of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any respect (including receiving Knowledge of any fact, event or circumstance which may cause any representation qualified as to the Knowledge of Acq Corp to be or become untrue or inaccurate in any respect) or (ii) the failure by it to comply with or satisfy in any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; PROVIDED, HOWEVER, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) could not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, each or any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) could not be satisfied, PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Annex I (if they remain applicable) and Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out fully the purposes of of, this Agreement. If any state takeover statute is or may become applicable to the Transaction Agreements. In connection with and without limiting the foregoingOffer, the Merger or the other transactions contemplated by this Agreement, each of Parent and Company and the Company Board their respective Boards of Directors shall (i) grant such approvals and use reasonable efforts to take all action such lawful actions as are necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the Transaction Agreementseffects of such statute and any regulations promulgated thereunder on such transactions. Notwithstanding anything in this Agreement to the foregoingcontrary, neither the Company Board Parent nor the Company any of its affiliates shall be prohibited from taking under any action permitted by Sections 5.02(bobligation to make proposals, execute or carry out agreements or submit to orders providing for the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or 5.02(dimposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation), respectively. (b) In performing Each of Company and Parent will give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each other of Parent and the Company shall use its reasonable efforts to (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing or submission and in connection with any investigation or other inquirythe transactions contemplated hereby, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed transactions contemplated hereby, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the transactions contemplated hereby. Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it contained in all material respects this Agreement has become untrue or inaccurate, or any failure of Company to comply with or satisfy in any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Annex I (if they remain applicable) or Article VI would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate, or given any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party tothat the conditions set forth in Annex I (if they remain applicable) or Article VI would not be satisfied, provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to use its reasonable efforts to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactionsnon actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, including but not limited to those set forth in Section 4.1(d) of the Viasoft Disclosure Letter, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company Viasoft and the Company its Board shall of Directors will (iA) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Offer, the Merger, this Agreement or any of the other Transaction transactions contemplated by this Agreement and (iiB) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or the Offer, the Merger, this Agreement Agreement, or any other Transaction transaction contemplated by this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding effect of such statute or regulation on the foregoingOffer, neither the Company Board nor Merger and the Company shall be prohibited from taking any action permitted other transactions contemplated by Sections 5.02(b) or 5.02(d), respectivelythis Agreement. (b) In performing the parties obligations under Section 6.03(a) relating Viasoft will give prompt notice to Antitrust Laws (as defined below)Compuware, each of Parent and the Company shall use its reasonable efforts Compuware will give prompt notice to Viasoft, of: (i) cooperate with each other the breach of any material representation or warranty made by it contained in connection with any filing this Agreement or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such party fromnotification will affect the representations, warranties, covenants, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement and the Related Agreements, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Neoforma nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Neoforma, any of its affiliates or Healthvision or the holding separate of the Transaction Agreements. In connection with and without limiting shares of Healthvision Common Stock (or shares of stock of the foregoing, Surviving Corporation) or imposing or seeking to impose any material limitation on the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement ability of Neoforma or any other Transaction Agreement and of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Healthvision Common Stock (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that shares of stock of the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(dSurviving Corporation), respectively. (b) In performing Each of Healthvision and Neoforma will give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each other of Parent and the Company shall use its reasonable efforts to (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing or submission and in connection with any investigation or other inquirythe Merger, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed in all material respects Merger, (iii) any litigation relating to, involving or otherwise affecting Healthvision, Neoforma or their respective subsidiaries that relates to the consummation of the Merger. Healthvision shall give prompt notice to Neoforma of any material communication received representation or warranty made by such party fromit contained in this Agreement becoming untrue or inaccurate, or given any failure of Healthvision to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party that the conditions set forth in Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Neoforma shall give prompt notice to Healthvision of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Neoforma to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Healthvision agrees to use reasonable efforts to: (i) cause each employee listed in Part 2.14 of the Healthvision Disclosure Letter and each new employee hired after the date hereof until Closing, who has not already done so, to execute Healthvision's standard Confidentiality Agreement, the Federal Trade Commission form of which has been previously provided to Neoforma, (ii) execute and deliver and cause each of Eclipsys and VHA to execute and deliver an Intellectual Property Assignment, in form and substance reasonably acceptable to Neoforma, (iii) execute and deliver and cause HealthVision Corporation of British Columbia ("HEALTHVISION CANADA") to execute and deliver an Assignment, in form and substance reasonably acceptable to Neoforma, of all right, title and interest worldwide (to the extent that Healthvision Canada has such rights) to the trade mark "FTC▇▇althvision"), the Antitrust Division attendant goodwill and any and all domain names incorporating the mark ▇▇▇lthvision or variations thereof, and (iv) cause to be filed with the Secretary of State of the Department State of Justice (Delaware a Certificate of Correction in form and substance reasonably satisfactory to Neoforma, correcting the "DOJ"),Certificate of Amendment previously filed with the Delaware Secretary of State on March 10, 2000.

Reasonable Efforts; Notification. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding Action by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement, (iv) preventing the Transaction Agreementsentry of any Order of the type set forth in Section 7.01(b) and appealing as promptly as possible any such Order that may be entered, and (v) having discussions with any Person who has made a demand for appraisal of the type that would give rise to a right of termination of this Agreement by Parent under Section 8.01(h) regarding such demand in an effort to have such Person withdraw such demand; provided that this Section 6.03(a) shall not be construed to require any party hereto to make or commit to make any payments (other than de minimus payments) or incur or commit to incur any additional obligations (other than de minimus obligations) to obtain any Consent or waiver from any Person. In connection with furtherance and without limiting not in limitation of the foregoing, the Company parties shall promptly after the date hereof (x) make or cause to be made the filings required of such party in order to obtain all Permits required in connection with the Transactions (including the Merger), including under the HSR Act, if applicable, and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement applicable antitrust Laws and (iiy) comply with any request of such Government Entity and under the HSR Act, if applicable, for additional information, documents or other materials received by such party from any state takeover statute Government Entity in respect of such filings or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelysuch transaction. (b) Parent shall take the lead in and control of all discussions, negotiations and other communications with all Government Entities in connection with obtaining approval under any applicable antitrust Laws, including the HSR Act, if applicable. To the extent not expressly prohibited by applicable Law, the Company and Parent shall each cooperate, and cause their Representatives to cooperate, with any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any such approvals from any Governmental Entity, and shall comply promptly with all Laws that may be imposed on it with respect to the Closing. In performing connection with the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below)actions and procedures referenced in this section, each of Parent party shall, and the Company shall use cause its reasonable efforts to Representatives to, (i) cooperate with each promptly and fully inform the other in connection with of any filing written or submission and in connection with material oral communication received from or given to any investigation or other inquiryGovernmental Entity, (ii) keep permit the other party informed to review any submission to any Governmental Entity prior to making such submission, (iii) consult with the other in all material respects advance of any meeting, material communication received conference or material discussion with any Governmental Entity, and (iv) if permitted to do so by the relevant Governmental Entity, subject to the first sentence of this Section 6.03(b), give the other the opportunity to attend and participate in such party frommeetings, conferences and discussions. (c) Notwithstanding anything to the contrary in this Agreement, neither the Company nor Parent or Sub shall be required to consent to any Action described in Section 7.02(c). (d) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of any representation or warranty, or given covenant made by it contained in this Agreement becoming untrue or inaccurate or any covenant being breached, such party tothat any condition to Closing set forth in Article VII would be, or could reasonably be expected to be, incapable of being satisfied; provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice the parties under this Agreement. (e) Notwithstanding anything to the "DOJ"),contrary in this Agreement, if required by any Governmental Entity as a condition to consummating the Transactions, Parent, Sub and, to the extent permitted by applicable Law, their respective Affiliates shall do or agree to do the following: (i) divest or hold separate any assets or businesses of any such Person or the Surviving Corporation and its subsidiaries, (ii) not compete with the Surviving Corporation and its subsidiaries in specified geographic areas or lines of business, (iii) restrict the manner in which such Persons or their subsidiaries may carry on business in specified geographic areas or restrict the exercise of the full rights of ownership of the Surviving Corporation, (iv) accept any and all obligations that a Government Entity may impose on such Persons to maintain facilities, operations, places of business, employment levels, products or businesses, or any other restriction, limitation or qualification, (v) make all payments required by any Government Entity, and (vi) take any other action or accept any limitation or restriction necessary to resolve any objections asserted by any Governmental Entity or any other Person with respect to the Transactions, including the Merger; provided, however, that Parent may require the Company to take any such actions as they relate to the Company or the Company Subsidiaries, if such action is conditioned on the consummation of the Transactions.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Buyer and its board of directors and Company and the Company Board shall (i) take all action necessary to ensure that no its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take all action necessary use its commercially reasonable efforts to ensure that enable the Merger Transaction and the other Transactions may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by the Transaction Agreementsthis Agreement. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Buyer or Company or any action permitted Subsidiary of company to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) In performing Company and Stockholders shall give prompt notice to Buyer upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, or of any failure of Company or Stockholders to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Buyer shall give prompt notice to Antitrust Laws (as defined below)Company and Stockholders upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any failure of Buyer to comply with or satisfy in any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Article VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, , (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, , (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material and significant assets or material and significant categories of assets of Parent, any of its affiliates or Company or the holding separate of the Transaction Agreements. In connection with and without limiting shares of Company Common Stock or imposing or seeking to impose any material limitation on the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement ability of Parent or any other Transaction Agreement and (ii) if any state takeover statute of its subsidiaries or similar statute affiliates to conduct their business or regulation becomes applicable own such assets or to any Transaction acquire, hold or this Agreement or any other Transaction Agreement, take all action necessary to ensure that exercise full rights of ownership of the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the shares of Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyCommon Stock. (b) In performing Each of Company and Parent will give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each other of Parent and the Company shall use its reasonable efforts to (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing or submission and in connection with any investigation or other inquirythe Merger, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed in all material respects Merger, or (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Parent of any material communication received representation or warranty made by such party fromit contained in this Agreement becoming untrue or inaccurate, or given any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party tothat the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied, provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied, PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, each or any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied, PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement. 5.7

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each other case, such that the conditions set forth in connection with any filing Section 6.2(a) or submission and in connection with any investigation 6.2(b) would not be satisfied or other inquiry, (ii) keep in the other party informed in all material respects event Parent intends to undertake a transaction that would require the vote of any material communication received by Parent stockholders; PROVIDED, HOWEVER, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all commercially reasonable efforts (including, without limitation, payment by the Company of all reasonable fees and expenses (including fees and expenses of the Investors and their counsel and any fees and expenses in connection with any filing required to be made by the Investors or their Affiliates pursuant to the HSR Act)) to take, or cause to be taken, all actions, 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 to consummate and make effective, effective the Transactions in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings, including, without limitation, all filings (including filings with Governmental Entitiesunder the Securities Act, if any) Exchange Act and the HSR Act, and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesThird Parties (including, without limitation, necessary waivers and consents under the Credit Agreement), (iii) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or any of the other Transaction Agreement Documents or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on Transaction Documents (including, without limitation, obtaining an amendment to the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(dCredit Agreement), respectively. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to the Investors of (i) cooperate with each any representation or warranty made by it contained in this Agreement or any of the other Transaction Documents becoming untrue or inaccurate in connection with any filing respect or submission and in connection with any investigation or other inquiry, (ii) keep the failure by it, including its failure to cause a Subsidiary, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it or any Subsidiary under this Agreement or any of the other party informed Transaction Documents; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Investors shall give prompt notice to the Company of (i) any representation or warranty made by it contained in all material respects of this Agreement becoming untrue or inaccurate in any respect or (ii) the failure by it to comply with or satisfy in any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) 6.8.1 Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Section 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations, notices and filings (including registrations, declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company each Party, and the Company Board shall (i) take all action necessary to ensure that no its respective board of directors and each Party and its managers, members, directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Transaction, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take all action necessary use their commercially reasonable efforts to ensure that enable the Merger Transaction and the other Transactions may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by the Transaction Agreementsthis Agreement. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require any action permitted of the Parties to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock, respectively. (b) In performing membership interests or ownership interest or of any business, assets or property, or the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects imposition of any material communication received limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. 6.8.2 FPI shall give prompt notice to FPM upon becoming aware that any representation or warranty made by such party fromthem contained in this Agreement has become untrue or inaccurate, or given of any failure of FPI to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such party tothat the conditions set forth in Section 7 would not be satisfied; provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department Parties or the conditions to the obligations of Justice (the "DOJ"),Parties under this Agreement. 6.8.3 FPM shall give prompt notice to FPI upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of FPM to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Arrangement and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no state of Directors shall, if any takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Arrangement, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger Arrangement and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding effect of such statute or regulation on the foregoingArrangement, neither this Agreement and the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelytransactions contemplated hereby. (b) In performing Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not be satisfied; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)Company upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, each or of any failure of Parent and the Company shall use its reasonable efforts Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall Purchaser, Purchaser Acquisition Entity, Purchaser Acquisition LP, AMLI and AMLI LP agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions 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 to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other Transactionstransactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary necessary, proper or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities and other third parties and the making of all necessary registrations necessary, proper or advisable registrations, filings and filings (including filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, ; (ii) the obtaining of all necessary necessary, proper or advisable consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, ; and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional documents or instruments necessary necessary, proper or advisable to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction AgreementsDocuments. In If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers, directors or partners, of Purchaser, Purchaser Acquisition Entity, Purchaser Acquisition LP, AMLI and AMLI LP shall take all such necessary action. From the date of this Agreement through the Merger Effective Time, AMLI shall timely file, or cause to be filed, with the SEC all AMLI SEC Documents required to be so filed. AMLI shall consult with Purchaser and provide Purchaser a reasonable opportunity to review and comment on all filings made by AMLI with any Governmental Entity in connection with and without limiting the foregoing, the Company this Agreement and the Company Board shall (i) take all action necessary transactions contemplated hereby, prior to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelymaking of such filings. (b) In performing Notwithstanding anything to the parties obligations under contrary in this Section 6.03(a) relating 5.3, the Purchaser shall not be required to Antitrust Laws dispose of or hold separate, or to restrict its ownership of, any business or assets of AMLI or any AMLI Subsidiary, or of the Purchaser or any Purchaser Subsidiary, or agree to take any such action, if any such action or agreement, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, operations, properties, condition (as defined belowfinancial or otherwise), each of Parent and the Company shall use its reasonable efforts to assets or Liabilities (i) cooperate with each other in connection with any filing of AMLI and the AMLI Subsidiaries taken as a whole or submission and in connection with any investigation or other inquiry, (ii) keep of the other party informed Purchaser and the Purchaser Subsidiaries taken as a whole. (c) AMLI and AMLI LP shall give prompt notice to Purchaser, and Purchaser, Purchaser Acquisition Entity and Purchaser Acquisition LP shall give prompt notice to AMLI and AMLI LP, if (i) any representation or warranty made by it contained in all material respects of this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material communication received respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, effective in the most an expeditious manner practicablemanner, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or the holding separate of the Transaction Agreements. In connection with and without limiting shares of Company Common Stock or imposing or seeking to impose any limitation on the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement ability of Parent or any other Transaction Agreement and (ii) if any state takeover statute of its subsidiaries or similar statute affiliates to conduct their business or regulation becomes applicable own such assets or to any Transaction acquire, hold or this Agreement or any other Transaction Agreement, take all action necessary to ensure that exercise full rights of ownership of the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the shares of Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyCommon Stock. (b) In performing Each of Company and Parent will give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each other of Parent and the Company shall use its reasonable efforts to (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing or submission and in connection with any investigation or other inquirythe Merger, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed in all material respects Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Parent of any material communication received representation or warranty made by such party fromit contained in this Agreement becoming untrue or inaccurate, or given any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party tothat the conditions set forth in Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon Subject to Section 6.1(c) and 6.1(d), and upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 7 and the conditions to the Offer set forth in Annex A to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its affiliates or the Company or any of its subsidiaries or the holding separate of the Transaction Agreements. In connection with and without limiting shares of Company Common Stock (or shares of stock of the foregoing, Surviving Corporation) or imposing or seeking to impose any limitation on the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement ability of Parent or any other Transaction Agreement and of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that shares of stock of the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(dSurviving Corporation), respectively. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each Each of Parent and the Company shall use its reasonable efforts and Parent will give prompt notice to the other of (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing the Offer or submission and in connection with any investigation or other inquirythe Merger, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed Offer or the Merger or (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries, in all material respects each case, that relates to the consummation of the Offer or the Merger. The Company shall give prompt notice to Parent of any material communication received representation or warranty made by such party fromit contained in this Agreement becoming untrue or inaccurate, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division any failure of the Department Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided however, that no such notification shall affect the representations, warranties, covenants or agreements of Justice the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Parent agrees to vote or cause to be voted all shares of Company Common Stock Beneficially Owned by Parent, Merger Sub or their affiliates in favor of the "DOJ"),approval and adoption of this Agreement and the approval of the Merger at the Stockholders Meeting.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger and this Agreement or any other Transaction Agreement of the transactions contemplated hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreementthereby, take all action necessary use commercially reasonable efforts to ensure that the Merger and this Agreement, and the other Transactions transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement, and the transactions contemplated hereby and thereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Acquiror or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any, respectivelymaterial business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Acquiror of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Company to comply with or satisfy in any respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Acquiror shall give prompt notice to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received representation or warranty made by such party fromit or Merger Sub contained in this Agreement becoming untrue or inaccurate, or given any failure of Acquiror or Merger Sub to comply with or satisfy in any respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party tothat the conditions set forth in Section 7.2(a) or Section 7.2(b) would not be satisfied; provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms --------------------------------- and subject to the conditions set forth in this Agreement, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction the Company Stockholder Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction the Company Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction the Company Stockholder Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction AgreementsAgreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, neither the Company Board nor the Company Nothing in this Agreement shall be prohibited from taking deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to take any action permitted by Sections 5.02(bthat would result in any of the consequences referred to in paragraph (a) or 5.02(d), respectively.of Exhibit A. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) cooperate with each other any representation or warranty made by it contained in connection with any filing Transaction Agreement that is qualified as to materiality becoming untrue or submission and inaccurate in connection with any investigation respect or other inquiry, any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under any Transaction Agreement; provided, -------- however, that no such party fromnotification shall affect the representations, warranties, ------- covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under any Transaction Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) could not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, each or any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) could not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms --------------------------------- and subject to the conditions set forth in this Agreement, each of IHS and the parties Founders shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties one another in doing, all things necessary, proper or advisable to consummate and make effectiveconsummate, in the most expeditious manner practicable, the Merger transactions contemplated by this Agreement and the other TransactionsAncillary Agreements, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding nonaction by, or to obtain a waiver, consent or approval from, any Governmental Entity, (ii) the obtaining of all necessary consentswaivers, consents and approvals or waivers from third parties, (iii) the defending of any lawsuits suits, actions or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement of the Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and transactions contemplated by this Agreement or the Ancillary Agreement or to fully carry out the purposes of this Agreement and the Transaction Ancillary Agreements. In connection with with, and without limiting limiting, the foregoing, the Company Founders shall cause ICI and the Company Board shall of Directors of ICI to (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the transactions contemplated by this Agreement or any other Transaction Agreement the Ancillary Agreements and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or transaction contemplated by this Agreement or any other Transaction Agreementthe Ancillary Agreements, take all action necessary to ensure that the Merger and the other Transactions such transactions may be consummated as promptly as practicable on upon the terms contemplated by this Agreement and the Transaction Ancillary Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectively. (b) In performing IHS shall give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below)Founders, each of Parent and the Company Founders shall, or shall use its reasonable efforts cause ICI to, give prompt notice to IHS, of (i) cooperate with each other any representation or warranty made by IHS or such Founder, as applicable, contained in connection with this Agreement or any filing Ancillary Agreement becoming untrue or submission and inaccurate in connection with any investigation material respect or other inquiry, (ii) keep the other party informed failure by IHS or such Founder, as applicable, to comply with, or satisfy in all material respects of any material communication received respect, any covenant, condition or agreement to be complied with or satisfied by IHS or such party fromFounder, as applicable, under this Agreement or any of the Ancillary Agreements; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of IHS or such Founder, as applicable, or given by the conditions to the obligations of IHS or such party toFounder, the Federal Trade Commission (the "FTC")as applicable, the Antitrust Division under this Agreement or any of the Department of Justice (the "DOJ"),Ancillary Agreements.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectively. (b) In performing Each of Company and Parent will give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each other of Parent and the Company shall use its reasonable efforts to (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing or submission and in connection with any investigation or other inquirythe Merger, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed in all material respects Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Parent of any material communication received representation or warranty made by such party fromit contained in this Agreement becoming untrue or inaccurate, or given any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party tothat the conditions set forth in Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the parties shall Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions 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 to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations necessary, proper or advisable registrations, filings and filings (including filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental EntityEntity (including, without limitation, under the HSR Act); (ii) the obtaining of all necessary necessary, proper or advisable consents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, ; and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional documents or instruments necessary necessary, proper or advisable to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, the Transaction Agreements. In connection with and without Documents. (b) Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its commercially reasonable efforts to make promptly 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 the transactions contemplated hereby and (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 regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company's business in connection with the consummation of the 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. (c) 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 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 (ii) to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the 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 Board and its Subsidiaries (d) The Company shall give prompt notice to Parent, and Parent and Merger Sub shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which is likely to (i) cause any representation or warranty made by such party contained in this Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect if made as of any time at or prior to the Effective Time or (ii) result in any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (e) The Company shall (i) take all action actions necessary to ensure that no state takeover statute or similar statute or regulation Antitakeover Law is applicable or becomes applicable operative with respect to any the Merger, the Transaction or this Agreement Documents or any other Transaction Agreement transactions contemplated hereby and thereby and (ii) if any state takeover statute Antitakeover Law is applicable or similar statute or regulation becomes applicable operative with respect to any the Merger, the Transaction or this Agreement Documents or any other Transaction Agreementtransaction contemplated herby and thereby, take all action actions necessary to ensure that the Merger and any other transactions contemplated by the other Transactions Transaction Documents may be consummated as promptly as practicable on the terms contemplated hereby and thereby and otherwise to minimize the effect of such Laws on the Merger and the other transactions contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyDocuments. (bf) In performing Parent shall vote or cause to be voted all of the parties obligations under Section 6.03(aShares owned by it (and any of its controlled Affiliates) relating to Antitrust Laws at the Company Stockholders Meeting in favor of the adoption of the "agreement of merger" (as defined below)such term is used in Section 251 of the DGCL) contained in this Agreement, each of and any action required in furtherance thereof. Parent and the Company shall use its reasonable best efforts to (i) cooperate with cause each other of GlaxoSmithKline plc and its Subsidiaries that are not controlled by Parent and that own Common Shares to vote all of the Shares owned by it at the Company Stockholders Meeting in connection with favor of the adoption of the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement, and any filing or submission action required in furtherance thereof and in connection with any investigation or other inquiry, (ii) keep to obtain, prior to the other party informed in date of filing of the Proxy Statement, the written agreement of such Persons to vote all material respects of any material communication received the Shares owned by such party from, or given by Person in such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),manner.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties party to this Agreement shall use its reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner effective as promptly as reasonably practicable, the Merger transactions contemplated by this Agreement and to bring about the satisfaction of all other conditions to the other Transactionsparties’ obligations to close; provided, including (i) however, that nothing in this Agreement shall obligate any party to waive or modify any of the obtaining material terms and conditions of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of the documents contemplated hereby, except as expressly set forth herein. (i) Global Crossing shall give written notice to STT Crossing and STT Hungary promptly upon becoming aware of any event, circumstance, condition, fact, effect, or other Transaction matter that has resulted in, or that would be reasonably likely to result in, (A) any representation or warranty set forth in Article II being or becoming untrue or inaccurate in any material respect as of any date on or after the date hereof until the Closing Date, (B) the failure by any Global Crossing Party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (C) any change, effect, event, occurrence, state of facts or development of which it becomes aware that would reasonably be expected to have, individually or in the consummation of aggregate, a material adverse effect on the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery ability of any additional instruments necessary Global Crossing Party to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or transaction contemplated by this Agreement or any other Transaction Agreement Agreement; and (ii) if ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇/▇▇ ▇▇▇ ▇▇▇▇▇▇▇, as appropriate, shall give written notice to Global Crossing promptly upon becoming aware of any state takeover statute event, circumstance, condition, fact, effect, or similar statute other matter that has resulted in, or regulation becomes applicable that would be reasonably likely to result in, (A) any Transaction representation or warranty set forth in Article III being or becoming untrue or inaccurate in any material respect as of any date on or after the date hereof until the Closing Date, (B) the failure by any STT Party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any other Transaction Agreement, take all action necessary or (C) any change, effect, event, occurrence, state of facts or development of which it becomes aware that has had or would reasonably be expected to ensure that have, individually or in the Merger and the other Transactions may be consummated as promptly as practicable aggregate, a material adverse effect on the terms ability of any STT Party to consummate the transaction contemplated by the Transaction Agreements. Notwithstanding the foregoingthis Agreement; provided, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d)however, respectively. (b) In performing the parties obligations that no such notification under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to clause (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep above shall affect the other party informed in all material respects of any material communication received by such party fromrepresentations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall Company, Parent and Sub agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary applications, registrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or nonactions, licenses, consents, approvals or waivers from Governmental Entities and the other third parties and (iii) taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement, (v) the defending of the Transaction Agreements. In connection with and without limiting the foregoingany lawsuits or other legal proceedings, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute judicial or similar statute or regulation is or becomes applicable to any Transaction or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or thereby, including the using of all commercially reasonable efforts necessary to lift, rescind or mitigate the effect of any injunction or restraining order or other Transaction Agreement order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby, (vi) the using of all commercially reasonable efforts to fulfill all conditions to the obligations of Parent (including obtaining any financing necessary to consummate the Merger), Sub or the Company pursuant to this Agreement, and (iivii) the using of all commercially reasonable efforts to prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order, the entry, enactment or promulgation thereof, as the case may be; provided, however, that Parent shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any state takeover statute waiver, license, consent, approval or similar statute exemption is reasonably likely to be materially burdensome to Parent and its subsidiaries taken as a whole or regulation becomes applicable to any Transaction impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement or any other Transaction Agreement, take all action necessary so as to ensure that render inadvisable the Merger and consummation of the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyMerger. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement that is qualified as to materiality becoming untrue or inaccurate in any filing respect or submission and any such representation or warranty that is not so qualified becoming untrue or inaccurate in connection with any investigation or other inquirymaterial respect, (ii) keep the other party informed failure by it to comply with or satisfy in all any material respects respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (iii) the occurrence of any material communication received by such party fromchange or event having, or given by which insofar as can reasonably be foreseen to have, a Material Adverse Effect on the Company; provided, however, that no such party tonotification shall (A) affect the representations, the Federal Trade Commission (the "FTC")warranties, the Antitrust Division covenants or agreements of the Department parties or the conditions to the obligations of Justice the parties under this Agreement or (B) limit or otherwise affect the "DOJ"),remedies available hereunder to the party receiving such notice.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement and (v) reasonably cooperating with all potential sources of financing to the Transaction AgreementsInvestor in connection with the transactions contemplated by this Agreement, and the taking of all reasonable steps as may be necessary or advisable to consummate one or more financing transactions with such potential sources of financing, including participating in "road shows" with respect to the issuance of securities in one or more private placements or transactions registered under the Securities Act. In connection with and without limiting the foregoing, the Company and the Company its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any of other Transaction transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or transaction contemplated by this Agreement or any other Transaction Agreement, take all action reasonably necessary to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on this Agreement and the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither the Company Board nor the Company Nothing in this Agreement shall be prohibited from taking deemed to require the Investor to dispose of or hold separate any action permitted by Sections 5.02(b) asset or 5.02(d), respectivelycollection of assets. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to the Investor of (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement becoming untrue or inaccurate in any filing material respect or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed failure by it or any Subsidiary to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it or any Subsidiary under this Agreement; provided, however, that no such party from-------- ------- notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreement of the Department parties or the conditions to the obligations of Justice the parties under this Agreement. (c) The Investor shall give prompt notice to the "DOJ"),Company of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the -------- ------- representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the parties shall Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to fulfill all conditions to the obligations of the other parties hereto set forth in Article VI and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by the Transaction Documents, including (i) the using reasonable best efforts to take all acts necessary to cause such conditions to be satisfied and not to take acts that would reasonably be expected to result in such conditions not being so satisfied, (ii) obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations registrations, filings and filings (including filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to obtain an approval any required approval, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental EntityEntity (including under the HSR Act and any other applicable Antitrust Law, (ii) and specifically requesting early termination of the obtaining of all necessary consents, approvals or waivers from third partieswaiting period prescribed by the HSR Act), (iii) obtaining all required consents, qualifications, approvals, waivers or exemptions from the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation non-governmental Third Parties set forth on Section 5.3(a) of the TransactionsCompany Disclosure Letter, including seeking in each case that are necessary to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed consummate the Merger and (iv) converting any short-term investments (as classified in the execution consolidated financial statements of the Company and delivery its Subsidiaries) into cash as of the Closing at the reasonable discretion of Parent and executing and delivering any additional instruments necessary documents or instruments, in each case to the extent necessary, proper or advisable to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, the Transaction Agreements. In connection with and without Documents. (b) Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its reasonable best efforts to make promptly (and in any event no later than five (5) Business Days following the date hereof) any required submissions under the HSR Act and any other Antitrust Law that the Company and Parent determines should be made, in each case with respect to the Merger and the transactions contemplated hereby and (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 foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other Contracts material to the Company’s business in connection with the consummation of the 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. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Action by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such Action or threat, (3) promptly inform the other party of any material communication concerning the HSR Act or other Antitrust Law to or from any Governmental Entity regarding the Merger and (4) furnish to the other party such information and assistance as the other may reasonably request in connection with any filing or other act undertaken in compliance with the HSR Act and any other Antitrust Law. Except as may be prohibited by any Governmental Entity, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any suit, claim, action, investigation or proceeding under or relating to the HSR Act or any other Antitrust Law. Each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such legal proceeding. Parent shall pay all required filing fees in connection with the performance of the Company, Parent and Merger Sub under this Section 5.3. (c) Notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be required to, nor shall the Company (without the consent of Parent, which may be withheld in Parent’s sole discretion, provided Parent has otherwise complied with the requirements of this Section 5.3), negotiate, commit to or effect by Order or otherwise, the sale, divestiture or disposition of any assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto or enter into any Order, accept any undertaking or condition or otherwise take or commit to take actions that would limit Parent’s, the Company’s or their respective Affiliates’ freedom of action with respect to, or ability to retain, any of their businesses, product lines or assets, or otherwise limit Parent’s or its Affiliates’ ability to receive the full benefits of this Agreement (each, a “Regulatory Action”), if such Regulatory Action would, in each case, have a material adverse effect, individually or in the aggregate, on Parent, the Company, and their Affiliates combined. In no event shall Parent or Merger Sub be required to (nor will the Company, without Parent’s consent, which may be withheld at Parent’s sole discretion) pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transaction contemplated by this Agreement under any Contract. (d) Each of the Company, on the one hand, and Parent and Merger Sub, on the other, shall promptly (and in any event within five (5) Business Days) notify the other party in writing if it believes that such party has breached any representation, warranty, covenant or agreement contained in this Agreement that would, individually or in the aggregate, reasonably be likely to result in a failure of a condition set forth in Section 6.2 or Section 6.3 if continuing on the Closing Date. (e) If any Antitakeover Law is or may become applicable to the Merger or any of the other transactions contemplated by this Agreement, the Company and the Company Board of Directors (or a committee thereof) shall (i) promptly grant such approvals and use commercially reasonable efforts to take all action such other lawful actions as are necessary to ensure so that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or the Transaction Agreements. Notwithstanding Merger, as the foregoingcase may be, neither and otherwise take such other commercially reasonable and lawful actions to eliminate or minimize the Company Board nor the Company shall be prohibited from taking effects of such statute, and any action permitted by Sections 5.02(b) or 5.02(d)regulations promulgated thereunder, respectivelyon such transactions. (bf) In performing Subject to Section 5.3, in the parties obligations under Section 6.03(a) relating event that any litigation or other Action is commenced by a Governmental Entity challenging the Merger and the transactions contemplated by this Agreement and such litigation or Action seeks, or would reasonably be expected to Antitrust Laws (as defined below)seek, to prevent consummation of the Merger and the transactions contemplated by this Agreement, Parent shall use reasonable best efforts to resolve any such litigation or Action and each of the Company, Parent and the Company Merger Sub shall use its reasonable efforts to (i) cooperate in good faith with each other and use its respective reasonable best efforts to contest any such litigation or Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in connection with any filing effect and that prohibits, prevents or submission restricts consummation of the Merger and in connection with any investigation the transactions contemplated by this Agreement. (g) Prior to the Closing or other inquirythe earlier termination of this Agreement, (ii) keep the other party informed in all material respects of any material communication received by such party fromParent shall not, or given by such party and shall not permit its Affiliates to, the Federal Trade Commission (the "FTC"), the Antitrust Division acquire or enter into a definitive written agreement to acquire any Person set forth in Section 5.3(g) of the Department Company Disclosure Letter, if such acquisition would reasonably be expected to increase the risk of Justice (not obtaining any applicable clearance, consent, approval or waiver under the "DOJ"),HSR Act or any other Antitrust Laws with respect to the Merger and the transactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all 73 things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be required by this Agreement to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or the holding separate of the Transaction Agreements. In connection with and without limiting shares of Company Common Stock (or shares of stock of the foregoing, Surviving Corporation) or imposing or seeking to impose any limitation on the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement ability of Parent or any other Transaction Agreement and of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that shares of stock of the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(dSurviving Corporation), respectively. (b) In performing Each of Company and Parent will give prompt notice to the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each other of Parent and the Company shall use its reasonable efforts to (i) cooperate with each any notice or other communication from any person alleging that the consent of such person is or may be required in connection with any filing or submission and in connection with any investigation or other inquirythe Merger, (ii) keep any notice or other communication from any Governmental Entity in connection with the other party informed in all material respects Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Parent of any material communication received representation or warranty made by such party fromit contained in this Agreement becoming untrue or inaccurate, or given any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party tothat the conditions set forth in Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the Federal Trade Commission (the "FTC")representations, the Antitrust Division warranties, covenants or agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent shall not enter into any acquisition which would be reasonably likely to have the effect of delaying the filing or effectiveness of the Transaction AgreementsRegistration Statement or the filing or mailing of the Prospectus/Proxy Statement, the holding of either the Company Stockholders' Meeting or Parent Stockholders' Meeting, or causing the regulatory approvals, consents or expirations in connection with the Antitrust Filings or Other Filings to be materially delayed or not obtained. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, neither nothing in this Agreement shall be deemed to require Parent or the Company Board nor or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the Company shall be prohibited from taking imposition of any action permitted by Sections 5.02(b) material limitation on the ability of any of them to conduct their businesses or 5.02(d)to own or exercise control of such assets, respectivelyproperties and stock. (b) In performing The Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, each or any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon Subject to the express provisions of Section 5.2 hereof and upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including complying in all material respects with all applicable laws and with all rules and regulations of any Governmental Entity, using all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the Minimum Condition and all the conditions set forth in Article VII and in Annex I hereto to be satisfied and to consummate and make effective the Offer, the Merger and the other Transactions, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed if there is a reasonable possibility that defending such actions would result in their dismissal, removal, elimination or termination, and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions Transactions, and to fully carry out fully the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any of the other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction AgreementTransactions, take use all action necessary reasonable efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Merger, this Agreement and the other Transactions. Notwithstanding anything in this Agreement to the foregoingcontrary, neither nothing in this Agreement shall be deemed to require Parent, Purchaser or any subsidiary or affiliate thereof to take or agree to take any Action of Divestiture (as defined below) which would be reasonably expected either to materially and adversely impact the benefits expected to be derived by Parent as a result of the transactions contemplated hereby or to have a Material Adverse Effect on the business of the Company Board nor and its subsidiaries as currently conducted or as contemplated to be conducted on a combined basis with the business of Parent and its subsidiaries following the Merger. For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to any applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, judgment, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a "Legal Requirement") providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or the Company shall be prohibited from or the holding separate of the shares of Common Stock or Series B Preferred Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of the Common Stock or Series B Preferred Stock or (ii) otherwise taking any step to avoid or eliminate any impediment which may be asserted under any Legal Requirement governing competition, monopolies or restrictive trade practices. In case at any time after the Effective Time any further action permitted by Sections 5.02(b) is necessary or 5.02(d)desirable to carry out the purposes of this Agreement, respectivelythe proper officers and directors of the Company, Parent and Purchaser shall use all reasonable efforts to take, or cause to be taken, all such necessary actions. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to Parent of (i) cooperate with each other any representation or warranty made by the Company in connection with this Agreement that is untrue or inaccurate in any filing or submission and in connection with material respect at any investigation or other inquiry, time from the date hereof to the Effective Time (ii) keep the other party informed any condition set forth in all material respects of Annex I that is unsatisfied in any material communication received by such party from, or given by such party to, respect at any time from the Federal Trade Commission date hereof to the date the Purchaser purchases Shares pursuant to the Offer (except to the "FTC"extent it refers to a specific date), (iii) any change or event having or which could, individually or in the Antitrust Division aggregate, reasonably be expected to have a Material Adverse Effect on the Company and (iv) any material failure of the Department Company or any Representative to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of Justice (the "DOJ"),parties or the conditions to the obligations of the parties under this Agreement or the Purchaser Option.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionsobligations of such party hereunder, including including: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, ; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionsthis Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions this Agreement and to fully carry out the purposes of the Transaction Agreementsthis Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall shall: (ix) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement Agreement; and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger Offer and the other Transactions Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Offer and the Merger. Notwithstanding the foregoing, neither the Company Board nor the Company Nothing in this Agreement shall be prohibited from taking deemed to require any action permitted by Sections 5.02(b) party to waive any substantial rights or 5.02(d), respectivelyagree to any substantial limitation on its operations. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to Parent, and Parent or Purchaser shall give prompt notice to the Company, of: (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement that is qualified as to materiality becoming untrue or inaccurate in any filing respect or submission and any such representation or warranty that is not so qualified becoming untrue or inaccurate in connection with any investigation material respect; or other inquiry, (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such party fromnotification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Sale and the other Transactionstransactions contemplated by this Agreement, including including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities Entities, and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) ), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional certificates, instruments and other documents necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company each Buyer and the Company Seller and its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Sale, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take use all action necessary commercially reasonable efforts to ensure that the Merger Sale and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreementseffect of such statute or regulation on the Sale, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the foregoingcontrary in this Agreement, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require any action permitted Buyer or the Seller or any subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) In performing Seller shall give prompt notice to the Buyers upon becoming aware that any representation or warranty made by Seller in this Agreement has become untrue or inaccurate, or that Seller has failed to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 8.3(a) or Section 8.3(b) hereof would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of Seller, or the conditions to the obligations of the parties obligations under Section 6.03(athis Agreement. (c) relating Such Buyer shall give prompt notice to Antitrust Laws (as defined below)Seller upon becoming aware that any representation or warranty made by such Buyer in this Agreement has become untrue or inaccurate, each of Parent and the Company shall use its reasonable efforts or that such Buyer has failed to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 8.2(a) or Section 8.2(b) hereof would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of such Buyer, or given by such party to, the Federal Trade Commission (conditions to the "FTC"), the Antitrust Division obligations of the Department of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall Parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) ensuring that all conditions to the Closing set forth in this Agreement are satisfied as soon as reasonably practical, including executing and delivering all documents required to be delivered by such Party at any the Closing and taking any and all actions which may be necessary on its part to cause each other Party to the Documents to so execute and deliver each Document, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company Gaiam and the Company Gaiam Board shall (ix) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any of other Transaction transactions contemplated by this Agreement and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or transaction contemplated by this Agreement or any other Transaction Agreement, take all action necessary not prohibited by such statute or regulation to ensure that the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) effect of such statute or 5.02(d), respectively. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent regulation on this Agreement and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received transactions contemplated by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ"),this

Reasonable Efforts; Notification. (a) Upon Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement, Agreement each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions Transactions, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction the Transactions or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary use commercially reasonable efforts to ensure that the Merger and the other Transactions may be consummated as in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding effect of such statute or regulation on the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyTransactions and this Agreement. (b) In performing The Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(a) this Agreement. The Company will notify Parent of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation involving or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by otherwise affecting such party from, or given by such party to, any of its subsidiaries that relate to the Federal Trade Commission (the "FTC"), the Antitrust Division consummation of the Department of Justice (the "DOJ"),Merger.

Reasonable Efforts; Notification. (a) Upon the terms --------------------------------- and subject to the conditions set forth in this Agreement, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers Consents from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by this Agreement and to fully carry out the purposes of the Transaction Agreementsthis Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or transaction contemplated by this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreementsthis Agreement. Notwithstanding the foregoing, neither the Company Board nor (x) the Company shall not be prohibited under this Section 6.03(a) from taking any action permitted by Sections Section 5.02(b) or 5.02(d), respectively.and (y) nothing in this Agreement shall be deemed to require any party to take any action that would result in any of the consequences referred to in paragraph (a) of Exhibit A. (b) In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the The Company shall use its reasonable efforts give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) cooperate with each other any representation or warranty made by it contained in connection with this Agreement that is qualified as to a material adverse effect becoming untrue or inaccurate in any filing respect or submission and any such representation or warranty that is not so qualified becoming untrue or inaccurate in connection with any investigation material respect or other inquiry, (ii) keep the other party informed failure by it to comply with or satisfy in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such party fromnotification shall affect the -------- ------- representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Sections 5.2(c) and 5.4, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Merger, this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or of the transactions contemplated by this Agreement or any other Transaction Agreement, take all action necessary use its commercially reasonable efforts to ensure that enable the Merger and the other Transactions may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by the Transaction Agreementsthis Agreement. Notwithstanding anything herein to the foregoingcontrary, neither the Company Board nor the Company nothing in this Agreement shall be prohibited from taking deemed to require Parent or Company or any action permitted Subsidiary or affiliate thereof to agree to any divestiture by Sections 5.02(b) itself or 5.02(d)any of its affiliates of shares of capital stock or of any business, respectivelyassets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (b) In performing Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(athis Agreement. (c) relating Parent shall give prompt notice to Antitrust Laws (as defined below)Company upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate, each or of any failure of Parent and the Company shall use its reasonable efforts or Merger Sub to (i) cooperate comply with each other or satisfy in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any material communication received respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such party fromthat the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division agreements of the Department parties or the conditions to the obligations of Justice (the "DOJ"),parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement, Agreement each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions Transactions, and to fully carry out the purposes of the Transaction Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no shall, if any state takeover statute or similar statute or regulation is or becomes applicable to any Transaction the Transactions or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary use commercially reasonable efforts to ensure that the Merger and the other Transactions may be consummated as in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Transaction Agreements. Notwithstanding effect of such statute or regulation on the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or 5.02(d), respectivelyTransactions and this Agreement. (b) In performing The Company and Parent shall give prompt notice (but in no event more than 48 hours) to the other upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under Section 6.03(a) this Agreement. The Company and Parent will notify the other of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to Antitrust Laws (as defined below), each of Parent and the Company shall use its reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation involving or other inquiry, (ii) keep the other party informed in all material respects of any material communication received by otherwise affecting such party from, or given by such party to, any of its subsidiaries that relate to the Federal Trade Commission (the "FTC"), the Antitrust Division consummation of the Department of Justice (the "DOJ"),Merger.