Common use of Regulatory and Other Authorizations; Notices and Consents Clause in Contracts

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Company and the Selling Stockholders shall promptly make any and all filings which it is required to make under the HSR Act for the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and the Company and the Selling Stockholders agree to furnish the Purchasers with such necessary information and reasonable assistance as the Purchasers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act. Any such actions with respect to the exercise of the Warrants shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Purchasers reasonably shall so request. The Company and the Selling Stockholders shall each, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and shall keep the Purchasers fully apprised of their actions with respect thereto. (b) Each of the Purchasers shall promptly make any and all filings which it is required to make under the HSR Act with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and the Purchasers agree to furnish the Selling Stockholders and the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act. The Purchasers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Purchasers with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and shall keep the Company and the Selling Stockholders fully apprised of its actions with respect thereto. (c) Each of the parties hereto shall use their commercially reasonable efforts to give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Agreements and will cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Company and the Selling Stockholders party hereto shall promptly make any and all filings which it is required to make under the HSR Act for the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and the Company and the Selling Stockholders agree to furnish the Purchasers with such necessary information and reasonable assistance as the Purchasers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act. Any such actions with respect to the exercise of the Warrants shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Purchasers reasonably shall so request. The Company and the Selling Stockholders shall each, at its own expense, utilize use all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and shall keep the Purchasers fully apprised of their actions with respect thereto. (b) Each of the Purchasers shall promptly make any and all filings which it is required to make under the HSR Act with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and the Purchasers agree to furnish the Selling Stockholders and the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act. The Purchasers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Purchasers with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and shall keep the Company and the Selling Stockholders fully apprised of its actions with respect thereto. (c) Each of the parties hereto shall use their commercially reasonable efforts to give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities and other third parties officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Agreements and will cooperate fully with the each other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party shall within 60 days of the date hereof make any appropriate filings pursuant to the HSR Act with respect the transactions contemplated by this Agreement and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act so as not to delay the Closing. (b) The consent and approval of the FCC is required for the assignment of the FCC Licenses to Purchaser. Any other Governmental Authority whose consent or approval is required in connection with the transfer or assignment of the Other Licenses is listed in Schedule 5.1(b) hereto. Such consents or approvals are referred to herein collectively as the "License Approvals." Within ten (10) business days after Purchaser's approval of the 45 Disclosure Schedule and both parties' agreement upon the form of the Exhibits to this Agreement pursuant to Section 5.14 hereof, the parties shall file with the FCC an application for its consent to the assignment of the FCC Licenses from Sellers to Purchaser. Any other application or request for consent required from an entity listed on Schedule 5.1(b) hereto shall be filed as promptly as possible, but in no event more than twenty (20) days after Purchaser's approval of the Disclosure Schedule and both parties' agreement upon the form approval of the Exhibits to this Agreement pursuant to Section 5.14 hereof. Sellers and Purchaser shall cooperate in the preparation and the prosecution of all such applications and shall use all reasonable efforts to obtain the required License Approvals. Sellers and Purchaser further agree to execute any other applications, petitions or documents required by the FCC or any other Governmental Authority listed on Schedule 5.1(b) to carry out this transaction. Sellers and Purchaser shall each pay fifty percent (50%) of the filing and assignment fees payable in connection with the License Approvals and the assignment of the Licenses. (c) Sellers and Purchaser shall use all reasonable efforts to give such notices to third parties and use all reasonable efforts to obtain such third party consents as may be necessary in connection with the transactions contemplated by this Agreement; provided, however, that Purchaser shall not have any obligation to consent to any change in the terms of any agreement or arrangement which Purchaser may reasonably deem adverse to the interests of Purchaser, Sellers or the Purchased Business.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Company Parent and the Selling Stockholders Purchaser shall promptly make any and all filings which it is required to make under the HSR Act for the sale of the New Shares and the Existing Shares, respectivelyuse, and Parent shall cause the exercise of the WarrantsAcquired Companies to use, and the Company and the Selling Stockholders agree to furnish the Purchasers with such necessary information and reasonable assistance as the Purchasers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act. Any such actions with respect to the exercise of the Warrants shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Purchasers reasonably shall so request. The Company and the Selling Stockholders shall each, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and shall keep the Purchasers fully apprised of their actions with respect thereto. (b) Each of the Purchasers shall promptly make any and all filings which it is required to make under the HSR Act with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and the Purchasers agree to furnish the Selling Stockholders and the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act. The Purchasers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Purchasers with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and shall keep the Company and the Selling Stockholders fully apprised of its actions with respect thereto. (c) Each of the parties hereto shall use their commercially reasonable efforts to give such notices and obtain promptly all other authorizations, consents, orders and approvals Consents of all Governmental Authorities and other third parties or Self-Regulatory Organizations that may be or become necessary for its execution and delivery of, and the performance of its and the other parties’ obligations pursuant to, this Agreement and the other Transaction Agreements consummation of the transactions contemplated by, this Agreement. Parent and will Purchaser shall cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizationsConsents; provided, consentshowever, orders that Parent and approvalsthe Company shall not be required to pay any fees or other payments to any such Governmental Authorities or Self-Regulatory Organizations in order to obtain any such Consent (other than normal filing fees that are imposed by Law, including HSR filing fees which shall be paid in equal parts by Parent and Purchaser). Parent shall cause SAI to prepare and file, as soon as reasonably practicable after the date of this Agreement, the application for approval of a change in ownership or control under FINRA Rule 1017 and Purchaser shall promptly provide all information reasonably requested by Parent to complete such application. Neither Parent (and Parent shall cause the Company not to) nor Purchaser shall knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority or Self-Regulatory Organization in respect of the transactions contemplated hereby. Parent and Purchaser each agree to make, or to cause to be made: (i) an appropriate filing of a notification and report form pursuant to the HSR Act and (ii) any other filing or notification required by any other antitrust or competition Laws of applicable foreign jurisdictions, in each case, with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions. If any objections are asserted with respect to the transactions contemplated hereby under the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions or if any suit or proceeding is instituted or threatened in writing by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions, each of Parent and Purchaser shall use its commercially reasonable efforts to promptly resolve such objections. (b) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority or Self-Regulatory Organization relating to the matters that are the subject of this Agreement and, subject to applicable Law, Governmental Orders and Self-Regulatory Organization Authorizations, permit the other party to review in advance any proposed communication by such party to any Governmental Authority or Self-Regulatory Organization relating to the matters that are the subject of this Agreement. Neither Parent nor Purchaser, as applicable, shall agree to participate in any meeting with any Governmental Authority or Self-Regulatory Organization in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority or Self-Regulatory Organization, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, applicable Law, privilege, Governmental Orders and Self-Regulatory Organization Authorizations, the parties to this Agreement shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and (i) in seeking early termination of any applicable waiting periods including under the HSR Act and any other applicable antitrust or competition Laws of applicable foreign jurisdictions and (ii) obtaining the Company Required Regulatory Approvals. Subject to the Confidentiality Agreement, applicable Law, privilege, Governmental Orders and Self-Regulatory Organization Authorizations, the parties to this Agreement shall provide each other party with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or Self-Regulatory Organization or members of their staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement. (c) Parent and Purchaser have agreed to the forms of notice, substantially in the forms set forth in Exhibit B (the “Client Investment Advisory Contract Notices”), that the Company or any of the applicable Company Subsidiaries will send to each client of the Company and the applicable Company Subsidiaries under the applicable Client Investment Advisory Contracts as soon as practicable after the date hereof. The consent of such client to the assignment or deemed assignment of any Client Investment Advisory Contract resulting from the transactions contemplated hereby shall be deemed given for any and all purposes of this Agreement, the transactions contemplated hereby and the applicable Client Investment Advisory Contract as a result of sending the applicable Client Investment Advisory Contract Notice to such client, unless such client, at least five (5) Business Days prior to the Closing Date, has affirmatively stated orally or in writing to the Company or the applicable Company Subsidiaries that such client does not so consent or shall have otherwise terminated such client’s Client Investment Advisory Contract. If the Company or any Company Subsidiary receives any such oral or written notice, then Parent shall cause the applicable Company Subsidiaries to terminate any such Client Investment Advisory Contract on or prior to the Closing Date. The consent process set forth in this Section 4.03(c)) shall be the only consent required from any client of the Company and the Company Subsidiaries under the applicable Client Investment Advisory Contracts in connection with this Agreement and the transactions contemplated hereby for any and all purposes under this Agreement and the transactions contemplated hereby (including the adequacy thereof).

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Company Guidant and the Selling Stockholders Abbott shall promptly make any and all filings which it is required to make under the HSR Act for the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and the Company and the Selling Stockholders agree to furnish the Purchasers with such necessary information and use its reasonable assistance as the Purchasers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act. Any such actions with respect to the exercise of the Warrants shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Purchasers reasonably shall so request. The Company and the Selling Stockholders shall each, at its own expense, utilize all reasonable best efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and shall keep the Purchasers fully apprised of their actions with respect thereto. (b) Each of the Purchasers shall obtain promptly make any and all filings which it is required to make under the HSR Act with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and the Purchasers agree to furnish the Selling Stockholders and the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act. The Purchasers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Purchasers with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and shall keep the Company and the Selling Stockholders fully apprised of its actions with respect thereto. (c) Each of the parties hereto shall use their commercially reasonable efforts to give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the other Transaction Agreements consummation of the transactions contemplated by, this Agreement. Guidant and Abbott will cooperate fully with the other parties hereto one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that Guidant shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on Guidant). Neither Guidant nor Abbott shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Abbott with any applicable Governmental Authority relating to the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of Assets or assets or property of Abbott requested or required by such Governmental Authority in order to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying , impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority. Guidant and Abbott each agree to make, or to cause to be made, (i) if required, an appropriate filing of a notification and report form pursuant to the HSR Act and the EU Merger Regulation and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement in the case of the HSR Act and the EU Merger Regulation, and as promptly as reasonably practicable in the case of any other filing or notification, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act and the EU Merger Regulation or any other applicable Law. (b) Without limiting the generality of ▇▇▇▇▇▇’▇ undertaking pursuant to Section 5.03(a), Abbott shall, on a reasonable and timely basis consistent with Section 5.03(a): (i) to the extent necessary to obtain timely approval by a Governmental Authority, propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of the Carotid Stent Assets, ▇▇▇▇▇▇’▇ carotid stent assets or any other assets not material to the Business or the Assets, or (ii) if a Governmental Authority does not allow Abbott to acquire the Carotid Stent Assets (for purposes of divestiture or otherwise), agree to exclude the Carotid Stent Assets from the Assets. If the Carotid Stent Assets are excluded from the Assets, then (x) Guidant shall engage an investment banking firm selected by, or satisfactory to, Abbott and on terms reasonably satisfactory to Abbott to sell the Carotid Stent Assets within a reasonable period of time following the Closing or as otherwise directed by the applicable Governmental Authorities, (y) Guidant shall remit all of the proceeds of such sale (net of Taxes and the costs and expenses paid by Guidant and any of its Affiliates in connection with such sale) to Abbott, and (z) Abbott shall use its reasonable best efforts to effect the separation of the Carotid Stent Assets from the Assets, including entering into appropriate transition services or similar agreements with Guidant or any other Person to which the Carotid Stent Assets are divested. For all Tax purposes, the parties agree to treat all remittances of proceeds pursuant to this Section 5.03(b)(y) as adjustments to the Purchase Price. (c) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act and the EU Merger Regulation. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Company Seller and the Selling Stockholders Purchaser shall promptly make any and all filings which it is required to make under the HSR Act for the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and the Company and the Selling Stockholders agree to furnish the Purchasers with such necessary information and use its reasonable assistance as the Purchasers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act. Any such actions with respect to the exercise of the Warrants shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Purchasers reasonably shall so request. The Company and the Selling Stockholders shall each, at its own expense, utilize all reasonable best efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and shall keep the Purchasers fully apprised of their actions with respect thereto. (b) Each of the Purchasers shall obtain promptly make any and all filings which it is required to make under the HSR Act with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and the Purchasers agree to furnish the Selling Stockholders and the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act. The Purchasers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Purchasers with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and shall keep the Company and the Selling Stockholders fully apprised of its actions with respect thereto. (c) Each of the parties hereto shall use their commercially reasonable efforts to give such notices and obtain all other authorizations, consents, orders and approvals Consents of all Governmental Authorities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its and the other Party’s obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements. The Seller and the Purchaser shall each be responsible for paying any fees and other Transaction costs (including legal and consultant fees) incurred by that Party relating to any Consents, including fees and other costs relating to the preparation of any filings or submissions to any Governmental Authority; provided, however, that the Seller shall not be required to pay any fees or other payments to any Governmental Authority in order to obtain any such Consent. Neither the Seller nor the Purchaser shall knowingly enter into any agreement to acquire, or make any announcement that it has entered into or intends to enter into any acquisition agreement to acquire, a U.S. national multifamily Internet listing service company, the acquisition of which by the Purchaser or the Seller could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority contemplated by this Agreement and the Ancillary Agreements. The Seller and the Purchaser each agree to (i) make, or to cause to be made, an appropriate filing of a notification and report form pursuant to the HSR Act within ten Business Days after the date of this Agreement (ii) make, or to cause to be made, any other filing or notification required by any other Competition Laws and otherwise advisable, with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, and (iii) to supply as promptly as practicable any additional information and documentary and other material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Competition Laws. If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violating any Competition Law, each of the Purchaser and the Seller shall use its reasonable best efforts to promptly resolve such objections in order to enable the transactions contemplated by this Agreement and the Ancillary Agreements to be consummated as promptly as practicable; provided, however, that notwithstanding the foregoing, the Purchaser and will the Seller shall have the right, but not the obligation, to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement under any Competition Law, including seeking to have any stay, injunction, or temporary restraining order entered by any court or other Governmental Authority vacated or reversed. Notwithstanding anything to the contrary in this Agreement or the Ancillary Agreements, neither the Purchaser nor the Seller shall be required to take or agree to take any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require or result in the sale, divestiture or other direct or indirect disposition of any assets or rights of the Purchaser, the Seller, or any of their respective Affiliates, except in the case of the Purchaser or any of its Affiliates as would not reasonably be expected to result in a loss by the Purchaser of a material benefit or material benefits, after taking into account the adverse effect of the proposed actions on the Purchaser and its Affiliates (including, for these purposes, the Purchased Assets), arising from or relating to the transactions contemplated by this Agreement or the Ancillary Agreements, or (ii) limit the Purchaser’s, the Seller’s, or any of their respective Affiliates’ freedom of action with respect to, or its or their ability to retain, conduct, consolidate or otherwise control, any of the Purchaser’s or its Affiliates’ assets or businesses, or any of the Seller’s or its Affiliates’ assets or businesses, respectively, except in the case of the Purchaser or any of its Affiliates as would not reasonably be expected to result in a loss by the Purchaser of a material benefit or material benefits, after taking into account the adverse effect of the proposed actions on the Purchaser and its Affiliates (including, for these purposes, the Purchased Assets), arising from or relating to the transactions contemplated by this Agreement or the Ancillary Agreements (any such condition described in the foregoing clauses (i) and (ii), a “Burdensome Condition”). (b) In furtherance and not in limitation of Section 7.3(a), each Party shall (i) cooperate with each other to determine whether any Consents (other than HSR Act filings) are required or advisable to be obtained from any Governmental Authority in connection with the transactions contemplated by this Agreement, (ii) promptly notify the other Party of any communication it or any of its Members or Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and, subject to the Confidentiality Agreement, permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement, (iii) not agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting, and (iv) subject to the Confidentiality Agreement, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto Party may reasonably request in promptly connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act and any other applicable Competition Laws. Subject to obtain the Confidentiality Agreement, the Parties shall provide each other with copies of all such authorizationscorrespondence, consentsfilings or communications between them or any of their representatives, orders on the one hand, and approvalsany Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Company and the Selling Stockholders shall promptly make any and all filings which it is required to make under the HSR Act for the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and the Company and the Selling Stockholders agree to furnish the Purchasers with such necessary information and reasonable assistance as the Purchasers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act. Any such actions with respect to the exercise of the Warrants shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Purchasers reasonably shall so request. The Company and the Selling Stockholders shall each, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrantsparty hereto agrees to, and shall keep the Purchasers fully apprised of their actions with respect thereto. (b) Each of the Purchasers shall promptly make any and all filings which it is required to make under the HSR Act with respect to the purchase of the New Shares and the Existing Sharescause its respective Affiliates to, and the exercise of the Warrants, and the Purchasers agree to furnish the Selling Stockholders and the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act. The Purchasers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Purchasers with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and shall keep the Company and the Selling Stockholders fully apprised of use its actions with respect thereto. (c) Each of the parties hereto shall use their commercially reasonable efforts to give such notices and (i) promptly obtain all other authorizations, consents, orders and approvals Consents of all Governmental Authorities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement Agreement, including taking steps necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority and to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other Transaction Agreements and will order in any suit or proceeding that would otherwise have the effect of materially delaying or preventing the consummation of the Transactions, (ii) cooperate fully with the other parties hereto party in promptly seeking to obtain all such Consents, and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make its respective filing, if necessary, pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, and cooperate with the other parties hereto if required for making such filings under any other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”) and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law. Parent shall pay the filing fees required under the HSR Act and all other filing fees required by any Governmental Authority in connection with such Consents. (b) To the extent permitted by applicable Law and subject to all applicable privileges (including the attorney-client privilege), each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Section 6.06 and permit the other party to review in advance (and to consider any comments made by the other party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. Neither of the parties to this Agreement shall agree to participate in any substantive meeting, telephone call, or discussion with any Governmental Authority in respect of any submissions, filings, investigation (including any settlement of the investigation), or any other inquiry relating to such matters unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting, telephone call, or discussion. Each party hereto shall, and shall cause their respective Affiliates to, coordinate and cooperate fully with the other party hereto in exchanging such information and providing such assistance as the other party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, investigation, or any other inquiry under any applicable Antitrust Laws. The parties to this Agreement shall, and shall cause their respective Affiliates to, provide each other with copies of all correspondence, filings, or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions; provided, however, that materials may be redacted (i) as necessary to comply with contractual arrangements or applicable Laws; and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Neither party shall, and each party shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition), that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act or any other applicable Antitrust Law applicable to the Transactions or (ii) obtain all other authorizations, consents, orders orders, and approvalsapprovals of Governmental Authorities necessary for the consummation of the Transactions. (d) Between the date of this Agreement and the Closing, the Company shall, and shall cause the Related Consolidated Entities to, use commercially reasonable efforts to obtain the consent of one or more third parties to assign the contracts set forth on Section 6.06(d) of the Parent Disclosure Schedule to a professional corporation designated by Parent and any such assignment shall only become effective at the Effective Time.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the The Company and the Selling Stockholders shall promptly make any and all filings which it is required to make under the HSR Act or any other applicable Law for the sale making of the New Shares Articles Amendments, the allotment and issue of the Existing Participating Shares, respectively, and the exercise conversion of the WarrantsParticipating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares. The Company and the Selling Stockholders agree agrees to furnish the Purchasers Subscribers with such necessary information and reasonable assistance as the Purchasers Subscribers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act, or to any Governmental Authority pursuant to any European national antitrust, competition or merger laws and regulations. Any such actions with respect to the exercise conversion of the Warrants Participating Shares or the issuance of any additional Participating Shares in accordance with the terms of the Participating Shares, shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Purchasers Subscribers reasonably shall so request. The Company and the Selling Stockholders shall eachshall, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the sale allotment and issue of the New Shares and the Existing Participating Shares, respectively, and the exercise conversion of the WarrantsParticipating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares, and shall keep the Purchasers Subscribers fully apprised apprized of their actions with respect thereto. (b) Each of the Purchasers Subscribers shall promptly make any and all filings which it is required to make under the HSR Act or any other applicable Law with respect to the purchase subscription for the Participating Shares, the conversion of the New Participating Shares and or the Existing receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and the exercise of the Warrants, and the Purchasers Subscribers agree to furnish the Selling Stockholders and the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR ActAct or to any Governmental Authority pursuant to any European Community or European national antitrust, competition or merger laws or regulations. The Purchasers Subscribers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Purchasers Subscribers with respect to the purchase of the New Shares and the Existing Participating Shares, and the exercise conversion of the WarrantsParticipating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and shall keep the Company and the Selling Stockholders fully apprised of its actions with respect thereto. (c) Each of the parties hereto shall use their commercially reasonable best efforts to give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities and other third parties Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Agreements Registration Rights Agreement and will cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Company and the Selling Stockholders shall promptly make any and all filings which it is required to make under the HSR Act for the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and the Company and the Selling Stockholders agree to furnish the Purchasers with such necessary information and reasonable assistance as the Purchasers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act. Any such actions with respect to the exercise of the Warrants shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Purchasers reasonably shall so request. The Company and the Selling Stockholders shall each, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the sale of the New Shares and the Existing Shares, respectively, and the exercise of the WarrantsParty shall, and shall keep the Purchasers fully apprised of their actions with respect thereto. (b) Each of the Purchasers shall promptly make any and all filings which it is required to make under the HSR Act with respect to the purchase of the New Shares and the Existing Sharescause its Affiliates to, and the exercise of the Warrants, and the Purchasers agree to furnish the Selling Stockholders and the Company with such necessary information and use reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act. The Purchasers shall, at their own expense, utilize all reasonable commercial efforts to respond (i) promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Purchasers with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and shall keep the Company and the Selling Stockholders fully apprised of its actions with respect thereto. (c) Each of the parties hereto shall use their commercially reasonable efforts to give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Agreements and will Documents, (ii) cooperate fully with the other parties hereto Parties in promptly seeking to obtain all such authorizations, consents, orders and approvalsapprovals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each Party agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act or any other Antitrust Laws under which filing is required or under which the Parties reasonably mutually determine that filing is advisable with respect to the Contemplated Transactions and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. The Parties shall determine the jurisdictions in which filings will be made under the Antitrust Laws within ten Business Days of the date of this Agreement. Each Party agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other Applicable Law regarding Government Contracts, Government Bids, trade regulation, security clearances or any other relevant matters and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to such other Applicable Laws. RMT Parent shall, and shall cause its Affiliates to, pay all filing or notice fees in connection with the foregoing filings and notifications. (b) Without limiting the generality of the undertakings of the Parties pursuant to Section 7.06(a), and notwithstanding anything in this Agreement to the contrary, RMT Parent shall, and shall cause each of its Affiliates to, take any and all steps reasonably necessary to avoid or eliminate each and every impediment under the HSR Act or any other Antitrust Laws that may be asserted by any Governmental Authority or any other Person so as to enable the Parties to close the Contemplated Transactions as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Proceeding that otherwise would reasonably be expected to have the effect of materially delaying or preventing the consummation of the Contemplated Transactions; provided that the effectiveness of such sale, divestiture or disposition or entry into such other arrangement may be made contingent on the consummation of the Merger; provided, further, however, that notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require RMT Parent or Merger Sub to (x) institute any legal proceedings against any Governmental Authority or (y) undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to result, individually or in the aggregate, in a material and adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of (A) Spinco and the Transferred Subsidiaries, taken as a whole, or of (B) RMT Parent and its Subsidiaries, taken as a whole (each of such actions, a “Burdensome Condition”); and neither LMC, nor Spinco, nor any of their Subsidiaries shall take any action that has the effect of, or agree with any Governmental Authority to, any Burdensome Condition without the prior written consent of RMT Parent. In addition, RMT Parent shall, and shall cause its Affiliates to, use its reasonable best efforts to defend through litigation on the merits any Proceeding by any Person to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date. To assist RMT Parent in complying with its obligations under this Section 7.06(b), LMC shall, and shall cause its Affiliates to, enter into agreements or arrangements on terms and conditions reasonably acceptable to RMT Parent to be entered into by any of them prior to the Closing with respect to any matters contemplated by this Section 7.06(b); provided, however, that (i) nothing in this Section 7.06(b) or in any of the Transaction Documents shall require LMC or any of its Affiliates to agree to any sale, divestiture, disposition or other arrangement with respect to any businesses or assets other than the Spinco Business, (ii) the effectiveness of any sale, divestiture or disposition or entry into such other arrangements shall be contingent on the consummation of the Merger and (iii) RMT Parent shall indemnify LMC and its Affiliates for their reasonable and documented out of pocket costs and expenses in providing such assistance. (c) Each Party shall promptly notify the other Parties of any communication it or any of its Representatives receives from any Governmental Authority relating to the ability to consummate the Contemplated Transactions and permit the other Parties to review in advance any proposed communication by such Party to any Governmental Authority. The Party providing communications for review under the foregoing sentence shall consider, in good faith, the suggestions made by the other Parties. None of the Parties shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate in such meeting. Each Party shall, and shall cause its Representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act and any other Antitrust Law. Each Party shall, and shall cause its Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Contemplated Transactions; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Spinco Business; (ii) as necessary to comply with contractual arrangements or Applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; provided, further, that a Party may designate information that it views to be commercially sensitive or competitively sensitive to be viewed only by outside antitrust counsel for the other Parties, and such designation shall be honored by the Parties receiving that information. This Section 7.06(c) shall not apply with respect to the Internal Reorganization. (d) Each Party agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger, acquisition or other business combination) that could reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act or any other Antitrust Law, or under any other Applicable Law, in respect of the Contemplated Transactions, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that could reasonably be expected to materially delay or prevent the consummation of the Contemplated Transactions or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary or reasonably mutually determined as advisable for the consummation of the Contemplated Transactions.