Common use of Regulatory Efforts Clause in Contracts

Regulatory Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions contemplated by this Agreement.

Regulatory Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and each Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions contemplated by this Agreement.

Regulatory Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and each Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions contemplated by this Agreement.

Regulatory Efforts. Each party hereto shall(a) Except for the filings and notifications made pursuant to Antitrust Laws to which Sections 6.9(b) through 6.9(e), and not this Section 6.9(a), shall apply, promptly following the execution of this Agreement, the Parties shall proceed to prepare and file with the appropriate Governmental Entities and other third parties all authorizations, consents, notifications, certifications, registrations, declarations and filings that are necessary in order to consummate the Transactions and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters. Notwithstanding the foregoing (but subject to Sections 6.9(b) and 6.9(e)), in no event shall either the Company or Parent or any of their respective Affiliates be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the Transactions, other than filing, recordation or similar fees. Parent and the Company shall have the right to review in advance and each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as applicable, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions (including the Registration Statement and Joint Proxy Statement). The Company and its Subsidiaries shall not agree to any actions, restrictions or conditions with respect to obtaining any consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Transactions without the prior written consent of Parent (which consent, subject to Section 6.9(b), may be withheld in Parent’s sole discretion). (b) As promptly as possiblereasonably practicable following the execution of this Agreement, use its reasonable best efforts to obtainthe Parties shall file, or cause to be obtainedfiled, all consents, authorizations, orders required Notification and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to Report Forms under the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not Transactions (which shall be filed no later than the date that is twenty-five (525) Business Days after following the date of this Agreement, unless otherwise agreed by the Parties). Each of Parent and to supply as promptly as practicable the Company will split evenly any HSR filing fees. Each of Parent and the Company shall cooperate fully with each other and shall furnish to the appropriate Governmental Entity any additional other such necessary information and documentary material that reasonable assistance as the other may be requested pursuant to reasonably request in connection with its preparation of any filings under any applicable Antitrust Laws (as defined below). Parent and the HSR Act. Without limiting the generality of the foregoing, Company shall each of the parties hereto shall use reasonable best efforts to take, or cause to be taken, all appropriate actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law (aincluding under any Antitrust Laws) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate and make effective the transactions contemplated by this Agreement has been issuedTransactions at the earliest practicable date, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to including (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the pursuing a prompt expiration or termination of any applicable waiting period under the HSR Act, (ii) responding to and supplying as promptly as practicable any information and documentary material that may be requested by a Governmental Entity (including pursuant to a Second Request for Information under the HSR Act) and (iii) resolving any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Laws raised by any Governmental Entity (“Antitrust Authority”) charged with enforcing, applying, administering, or investigating the HSR Act or any other Law designed to govern competition, or to prohibit, restrict or regulate actions with the purpose or effect of monopolization, restraint of trade, or lessening of competition by merger or acquisition (collectively, “Antitrust Laws”). (c) Each Party shall: (i) promptly notify the other Parties of, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any substantive communication to such Person from an Antitrust Authority or other Governmental Entity and permit the others to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed substantive written communication to an Antitrust Authority or other Governmental Entity, (ii) supply as promptly as practicable any information and documentary material that may be requested from any Governmental Entity (including pursuant to a Second Request for Information under the HSR Act), (iii) keep the others informed of any developments, meetings or discussions with any Antitrust Authority or other Governmental Entity, or any presentations, memoranda, briefs, or proposals made thereto, in respect of any filings, including the status of such filings, investigation, or other inquiry concerning the Transactions and (iv) not independently participate in any meeting or discussions with an Antitrust Authority or other Governmental Entity in respect of any filings, investigation or inquiry concerning the Transactions without giving the other parties prior notice of such meeting or discussions and, unless prohibited by such Antitrust Authority or other Governmental Entity, the reasonable opportunity to attend or participate. To the extent permitted by Law or Governmental Entity and except with regard to the Parties’ HSR filings, no Party will make any notification in relation to any regulatory approvals and consents without first providing the other Party with a copy of such notification in draft form and giving the other Party a reasonable opportunity to discuss its consent before it is filed with the relevant Governmental Entity, and such first Party shall consider and take account of all reasonable comments timely made by the other Party in this respect. However, (A) each of Parent and the Company may designate any non-public information provided to any Antitrust Authority or other Governmental Entity as restricted to “Outside Counsel Only” and any such information shall not be shared with employees, officers, managers or directors or their equivalents of the other Parties hereto without approval of the Party providing the non-public information, and (B) materials may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) In furtherance of the foregoing, Parent shall use reasonable best efforts to take actions necessary to ensure the expiration or termination of the waiting period under the HSR Act, which reasonable best efforts shall include (i) selling, divesting, franchising or otherwise disposing of the assets, categories of assets, operations, investments, companies, brands or businesses of either the Parent or its Subsidiaries, or the Company or its Subsidiaries, and, franchising or licensing any brand of either the Parent or its Subsidiaries, or the Company or its Subsidiaries; (ii) holding separate and agreeing to sell, franchise or otherwise dispose of, the assets, categories of assets, operations, investments, companies, brands or businesses of either the Parent or its Subsidiaries, or the Company or its Subsidiaries, and, holding separate and agreeing to franchise or license any brand of either the Parent or its Subsidiaries, or the Company or its Subsidiaries (clauses (i) and (ii) collectively, the “Divestiture Actions”); and (iii) agreeing to a behavioral remedy, or any conditions or limitations on the freedom to operate, with respect to any of the businesses, operations, assets or liabilities of the Parent or its Subsidiaries, or the Company or its Subsidiaries (together, the “Behavioral Remedies”); provided, that (x) Parent’s obligations with respect to Divestiture Actions and any required efforts pursuant to the third sentence of Section 6.9(b) shall be subject to Schedule 6.9(d) of the Parent Disclosure Letter (y) Parent’s obligations with respect to Behavioral Remedies and any required efforts pursuant to the third sentence of Section 6.9(b) shall be limited to such Behavioral Remedies which would not, individually or in the aggregate, be material (which, for further clarity, shall not require Parent to take any Behavioral Remedies which would reasonably be expected to (1) materially reduce the value anticipated to be realized by Parent or its Subsidiaries from the Transactions or (2) require material adjustments to the current ordinary course operations of either the Parent or its Subsidiaries, or the Company or its Subsidiaries), and (z) nothing in this Section 6.9(d) or the third sentence of Section 6.9(b) shall obligate Parent or the Company to (A) take or agree to take any such action not conditioned on consummation of the Closing; (B) unless otherwise required by the Divestiture Actions, sell, divest, franchise or otherwise dispose of the assets, categories of assets, operations, investments, companies, brands or businesses of either the Parent or its Subsidiaries, or the Company or its Subsidiaries; (C) unless otherwise required by the Divestiture Actions, hold separate and agree to sell, franchise or otherwise dispose of, the assets, categories of assets, operations, investments, companies, brands or businesses of either the Parent or its Subsidiaries, or the Company or its Subsidiaries; (D) unless otherwise required by the Behavioral Remedies, terminate, transfer or create any existing relationships, contractual rights or obligations of either of the Parent or its Subsidiaries, or the Company or its Subsidiaries; (E) unless otherwise required by the Divestiture Actions or Behavioral Remedies, terminate any venture or other arrangement of either the Parent or its Subsidiaries, or the Company or its Subsidiaries; (F) unless otherwise required by the Behavioral Remedies, create any relationship, contractual rights or obligations with either the Parent or its Subsidiaries, or the Company or its Subsidiaries, or accept any restriction on Parent’s freedom of action following the Closing; or (G) unless otherwise required by the Behavioral Remedies, effectuate any other change or restructuring of Parent or its respective Subsidiaries, or the Company or its Subsidiaries, to avoid the entry of or effect the dissolution of any Law preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger, or to ensure the expiration or termination of the waiting period under the HSR Act as promptly as reasonably practicable. In the event that any action is threatened or instituted challenging the Transactions or which would otherwise prohibit, materially delay or materially impair the Closing, Parent and Company shall, each at their own expense, use reasonable best efforts to (a) defend any such litigation, action or proceeding (including by appeal if necessary) and (b) seek to have vacated lifted, reversed or overturned as promptly as practicable any Law or order entered by a Governmental Entity described in this sentence, in each case so as bring about the Closing as promptly as practicable and in any event no later than the End Date. Notwithstanding anything to the contrary in this Agreement, Parent shall consult with the Company in good faith in connection with obtaining the expiration or termination of any applicable waiting period under the HSR Act and effecting the consummation of the Transactions, provided that Parent shall have the right to direct, devise, implement and control (AA) the strategy, decisions, and communications with Governmental Entities for obtaining expiration or termination of any applicable waiting periods under the HSR Act, and defending any such litigation, action or proceeding (including by appeal if necessary), with respect to the transactions contemplated by this Agreement, (BB) responses to any requests of, inquiry from, or investigation by, an Antitrust Authority (including directing the timing, nature and substance of all such responses) with respect to the transactions contemplated by this Agreement, and (CC) any Divestiture Actions or Behavioral Remedies required by this Section 6.9(d). Notwithstanding anything to the contrary herein, for the purposes of this Section 6.9(d), the Company and its Subsidiaries shall comply with the Company Actions prescribed in Schedule 6.9(d) of the Company Disclosure Letter. (e) Except as specifically required by this Agreement, neither Party shall, and shall cause its respective Affiliates not to, acquire or agree to acquire any other Person or business or any assets or properties of any other Person if such acquisition would reasonably be expected to (x) materially impede, prevent or materially delay the expiration or termination of the waiting period under the HSR Act or the Closing or materially increase the risk of not obtaining any consent, approval, authorization, qualification or order from a Governmental Entity necessary for the consummation of the Transactions, (y) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting or delaying the consummation of the transactions contemplated by this Agreement Transactions, or (iiiz) prevent materially increase the consummation risk of not being able to remove any such order or appeal or otherwise. (f) Parent shall control strategy over (i) the decision to “pull-and-refile” pursuant to 16 C.F.R. 803.12 any filing made under the HSR Act more than once, or any similar action with respect to any filing made with any Governmental Entity and (ii) any decision to stay, toll or extend, directly or indirectly, any applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement.

Regulatory Efforts. Each (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 7.1(d), each of the Parties agrees to use reasonable best efforts to consummate and make effective the Transactions, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions set forth in Article VIII to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action or proceeding by, any Governmental Authority and (iii) the obtaining of all necessary consents, approvals or waivers from, and the giving of all required notices to, third parties. In addition, the Purchaser shall use reasonable best efforts to defend, through litigation on the merits or otherwise, any claim asserted in court by any party hereto shallin order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent the closing of the Transactions, and the Seller and the Company shall provide such cooperation therewith as is reasonably requested by the Purchaser. (b) Subject to Section 7.1(d) and Section 7.1(f), in connection with and without limiting the foregoing, each of the Purchaser, the Seller and the Company shall cooperate and use reasonable best efforts to (i) make, as promptly as possiblepracticable, use its reasonable best efforts to all necessary filings, and thereafter make any other required submissions and obtain, as promptly as practicable, from any Governmental Authority any authorizations, exemptions, certificates, registrations, clearances, consents, Orders, approvals, permits or cause licenses that are required under any applicable Law to be obtainedobtained or made by the Seller, all consentsany member of the Company Group or the Purchaser, authorizationsas the case may be, orders in connection with the authorization, execution and approvals from all Governmental Entities that may be delivery of this Agreement and the consummation of the Transactions, and (ii) respond to any requests for information under any applicable Law. Except to the extent prohibited by applicable Law, the Purchaser, the Seller and the Company shall consider in good faith the views of one another in connection with and provide to the other in advance, any analyses, appearances, presentations, filings, submissions, memoranda, briefs, arguments, opinions and proposals made or become necessary for the performance submitted by or on behalf of its obligations any Party pursuant to this AgreementSection 7.1(b) or any non-ministerial correspondence or communications between the Purchaser, the Seller, the Company or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand in connection with any filings or submissions made pursuant to this Section 7.1(b) and if requested, accept reasonable additions, deletions or changes suggested by any other Party in connection therewith; provided, however, that any correspondence or communications provided to any other Party pursuant to this sentence, may be redacted or designated “outside counsel only” (A) to remove references concerning the valuation of the Company Group or the Purchaser or its Subsidiaries, (B) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, in connection with proceedings under or relating to any applicable Law. Each party hereto None of the Parties shall cooperate fully agree to participate in any meeting, telephone call or discussion with any Governmental Authority in respect of any filing, Action inquiry, audit, examination or investigation (including the settlement of any such matter) unless it consults with the other parties hereto and their respective Affiliates Parties in promptly seeking to obtain all such consentsadvance and, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting, telephone call or discussion. (c) In connection with and without limiting the foregoing, the Seller and the Purchaser shall duly file (x) within twenty five (25) Business Days after the date of this Agreement (the “Filing Deadline”), the HSR Act Filing with respect to the transactions contemplated by this Agreement with the U.S. Federal Trade Commission and the Other Stock Purchase Agreements Antitrust Division of the Department of Justice, provided that there are no changes that are effective in the applicable regulations under the HSR Act between the date of this Agreement and the Filing Deadline, and if there are changes that become effective between the date of this Agreement and the Filing Deadline, each of the Seller and the Purchaser shall use reasonable best efforts to make, or cause to be made, an appropriate filing pursuant to the HSR Act as promptly as reasonably practicable thereafter, and (y) as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, (i) the filings specified in Section 8.1(c) of the Company Disclosure Letter (subject to any terms set forth therein) and (ii) any filings in other jurisdictions that counsel for the Purchaser deems necessary to supply as promptly as practicable obtain from a Governmental Authority in connection with the Transactions (collectively, the “Required Filings”). Each Party shall cooperate with the other Party to the appropriate Governmental Entity any extent necessary to assist the other Party in the preparation of its Required Filings and, if requested, to promptly amend or furnish additional information and documentary material that may be requested pursuant to the HSR Actthereunder. Without limiting the generality of the foregoing, each of the parties hereto Each Party shall use reasonable best efforts to (a) respond furnish to each other all information required for any inquiries by any Governmental Entity regarding antitrust filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the Transactions, and to keep the other matters Party reasonably informed with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition status of any order each clearance, approval or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order waiver sought from a Governmental Entity adversely affecting Authority in connection with the ability Transactions and the material communications between such Party and such Governmental Authority. (d) Notwithstanding anything in this Agreement to the contrary, in no event shall the Purchaser or any of its Affiliates be required to (A) (1) sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of the parties Purchaser, its Affiliates or the Company Group, (2) accept any operational restriction or take or commit to consummate take such other actions that may limit Purchaser’s, its Affiliates’ or the transactions contemplated by this Agreement has been issuedCompany Group’s freedom of action with respect to, or its ability to have such retain, one or more of its operations, divisions, businesses, products lines, customers or assets, or (3) propose, negotiate, offer or enter into any judgment, consent decree, hold separate order vacated or lifted; provided, that notwithstanding other agreement to effectuate any of the foregoing; (B) terminate, this Section 4.1 shall not require Buyer amend or otherwise modify any Contract or other business relationship as may be required to take obtain any action on necessary clearance of any Governmental Authority or to obtain termination of any applicable waiting period under any applicable Antitrust Laws or Foreign Direct Investment Laws; or (C) agree to or be required to obtain “prior approval” or other affirmative approval from a Governmental Authority to carry out any future transaction, or to make any notification or provide prior notice to any Governmental Authority regarding any proposed transaction; provided that the part of Buyer that would reasonably result in a requirement for Buyer to dispose of Company Group and the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by take any of the foregoing toactions if requested by the Purchaser in writing so long as any such actions are conditioned on the occurrence of the Closing, provided, further, that the Seller and the Company Group shall not take any such actions without the prior written direction of the Purchaser. (e) The Purchaser shall pay, or cause to be paid all filing fees incurred in connection with the HSR Filing. The Purchaser and the Company shall pay, or cause to be paid, in equal proportions the filings fees for any filings under Antitrust Laws (other than the HSR Filing) or Foreign Direct Investment Laws required for the consummation of the Transactions. (f) The Purchaser shall, upon reasonable consultation with the Seller and in consideration of the Seller’s views in good faith, be entitled to direct the defense of this Agreement and the Transactions contemplated hereby before any Governmental Authority and to take the lead in the scheduling of, and strategic planning for, any meetings with, and the conducting of negotiations with, Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to Authorities regarding (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period relating to the Transactions under the HSR Act, Act or (ii) materially increase obtaining any consent, approval, waiver, clearance, authorization or permission from a Governmental Authority; provided, however, that it shall afford the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions contemplated by this AgreementSeller a reasonable opportunity to participate therein.

Regulatory Efforts. (a) (i) Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders of the Purchaser and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto Company shall cooperate fully with the other parties hereto file a notification and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement U.S. Federal Trade Commission and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality Antitrust Division of the foregoing, each United States Department of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters Justice with respect to the transactions contemplated by this Agreement; hereby and, within ten (10) Business Days of the date hereof, requesting early termination of the waiting period under the HSR Act (to the extent early termination is available) and (bii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability each of the parties Purchaser and the Company shall file any other filings, applications and submissions necessary, proper or advisable to consummate the transactions contemplated hereby with any Governmental Authority as promptly as practicable. (b) The Company shall, and shall cause its Affiliates to, and the Purchaser shall, and shall cause its Controlled Affiliates to, use commercially reasonable efforts to obtain all consents, approvals, authorizations or waivers of Governmental Authorities necessary, proper or advisable to consummate the transactions contemplated hereby or by this Agreement has been issuedthe Preferred Stock or Warrants (including the conversion or exercise of such Securities, as applicable) as soon as reasonably practicable in accordance with the terms hereof and thereof. (c) Each of the Company and the Purchaser shall consult with one another with respect to the obtaining of all consents, approvals, authorizations or waivers of Governmental Authorities necessary, proper or advisable to consummate the transactions contemplated hereby or by the Preferred Stock or Warrants (including the conversion or exercise of such Securities, as applicable) and each of the Company and the Purchaser shall keep the others apprised on a prompt basis of the status of matters relating to such consents, approvals, authorizations or waivers. The Company and the Purchaser shall have the right to review in advance and, to have such order vacated the extent practicable, and subject to any restrictions under Requirements of Law, each shall consult the other on, any filing made with, or lifted; providedwritten materials submitted to, that notwithstanding any Governmental Authority in connection with the foregoing, this Section 4.1 shall not require Buyer transactions contemplated hereby and each party agrees to take any action on the part of Buyer that would in good faith consider and reasonably result in a requirement for Buyer to dispose accept comments of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Sharesother party thereon. Buyer The Company and Seller Purchaser shall promptly furnish to each otherother copies of all such filings and written materials after their filing or submission, in each case subject to Requirements of Law. The Company and the Purchaser shall promptly advise each other upon receiving any communication from any Governmental Authority with respect to any consent, approval, authorization or waiver is required to consummate the transactions contemplated hereby or by the Preferred Stock or Warrants (including the conversion or exercise of such Securities, as applicable), including promptly furnishing each other copies of any written or electronic communication, and shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any such consent, approval, authorization or waiver will not be obtained or that the receipt of any such consent, approval, authorization or waiver will be materially delayed or conditioned. The Company shall not, and shall cause its Affiliates not to, and the Purchaser shall not, and shall cause its Controlled Affiliates not to, permit any of their respective directors, officers, employees, partners, members, stockholders or any other Representatives to participate in any live or telephonic meeting (other than non-substantive scheduling or administrative calls) with any Governmental Authority in respect of any filings, investigation or other inquiry relating to the transactions contemplated hereby or by the Preferred Stock or Warrants (including the conversion or exercise of such Securities, as applicable) unless it consults with the other in advance and, to the extent permitted by applicable LawsRequirements of Law and by such Governmental Authority, with copies of written communications received by them or their Affiliates fromgives the other party the opportunity to attend and participate in such meeting. Notwithstanding the foregoing, or delivered by in no event will any of the foregoing to, party be required to disclose to any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit other party any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions contemplated by this Agreementpersonally identifiable information.

Regulatory Efforts. Each party hereto shall(a) Subject to the terms and conditions set forth in this Agreement, as promptly as possible, the Parties agree to use its their reasonable best efforts to obtaincooperate with one another and to promptly take any and all actions, and to promptly do all steps necessary or advisable to avoid or eliminate each and every impediment under the Antitrust Laws, that may be asserted by any Governmental Body so as to enable the Closing to occur as promptly as reasonably practicable, but in no case later than the End Date, including: (i) providing as promptly as practicable all information required or requested by any Governmental Body in its evaluation of the Transactions under any applicable Antitrust Law, and (ii) contesting or defending any Legal Proceeding brought by any Governmental Body (including exhausting all avenues of appeal) challenging this Agreement or challenging, hindering, impeding, interfering with, seeking to restrain, prohibiting, placing conditions on or delaying the consummation of the Transactions under any Antitrust Law, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Body in connection with the foregoing vacated or reversed. (b) In furtherance of the foregoing, and to resolve such objections that any Governmental Body may assert under the Antitrust Laws with respect to the Transactions and to satisfy the conditions to Closing no later than the End Date, Parent shall take, or cause to be obtainedtaken, all consents, authorizations, orders and approvals from all Governmental Entities that such actions as may be necessary or become necessary for advisable, including (i) proposing, negotiating, committing to, effecting, agreeing to and executing by consent decree, settlement, undertaking, stipulations or otherwise, the performance sale, divestiture, transfer, license, hold separate or disposition of any assets, businesses, divisions, operations, products or product lines of the Company and its Subsidiaries; (ii) terminating, transferring or creating relationships, contractual rights or other obligations pursuant of the Company and its Subsidiaries; and (iii) otherwise taking or committing to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking take any actions or agree to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act any undertakings that would limit Parent’s freedom of action with respect to, or its ability to retain, or impose obligations on Parent’s future operations with respect to, assets, businesses, divisions, operations, products or product lines of the transactions contemplated by this Agreement Company and its Subsidiaries (each such action in the Other Stock Purchase Agreements as promptly as practicable after the date hereofforegoing clauses (i), (ii), and in (iii), a “Regulatory Remedy”); provided that the Company and its Subsidiaries shall not be permitted to offer or agree to or effectuate any event not later than Regulatory Remedy without the date prior written consent of Parent; provided, further, that neither Parent nor the Company shall be required to take or agree to take any Regulatory Remedy that is five not conditioned on Closing. (5c) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of anything contained in this Section 6.2, during the foregoingPre-Closing Period, each Party shall (i) give the other Parties prompt notice of the parties hereto shall use reasonable best efforts to (a) respond to making or commencement of any inquiries request, inquiry, investigation, action or Legal Proceeding brought by a Governmental Body or brought by a third party before any Governmental Entity regarding antitrust or other matters Body, in each case, with respect to the transactions contemplated by this Agreement; and Transactions under the Antitrust Laws, (bii) avoid keep the imposition other Parties reasonably informed as to the status of any order such request, inquiry, investigation, action or Legal Proceeding, (iii) promptly inform the taking other Parties of any communication to or from any Governmental Body or third party in connection with any such request, inquiry, investigation, action that would restrainor Legal Proceeding, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall (iv) promptly furnish each other, to the extent permitted by applicable Lawsother Party, subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants, with copies of documents provided to or received from any Governmental Body in connection with any such request, inquiry, investigation, action or Legal Proceeding (other than documents that contain valuation information (which can be redacted)), (v) subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants, and to the extent reasonably practicable, consult and cooperate with the other Parties and consider in good faith the views of the other Parties in connection with any communication, written communications received by them or their Affiliates fromoral, to be made or delivered submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding, and (vi) except as may be prohibited by any Governmental Body or by any Legal Requirement, permit the other Party or its authorized Representatives to be present at each meeting or phone or video conference relating to such request, inquiry, investigation, action or Legal Proceeding. (d) Without limiting in any respect Parent’s obligations under this Section 6.2, and subject to Parent consulting with and considering in good faith the views and comments of the foregoing toCompany, any Governmental Entity in respect of Parent shall have the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected right to (i) impose direct, devise and implement the strategy for obtaining any material delay in the obtaining necessary approval of, for responding to any request from, inquiry or materially increase investigation by (including directing the risk timing, nature and substance of not obtainingall such responses), and shall have the right to lead all meetings and communications (including any negotiations) with, any consent, authorization, order or approval of Governmental Body that has authority to enforce any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under the HSR Act, Antitrust Law and (ii) materially increase control the risk defense and settlement of any litigation, action, suit, investigation or proceeding brought by or before any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions contemplated by this AgreementBody.

Regulatory Efforts. Each party hereto shallWithout limiting the generality of, as promptly as possibleand in furtherance of the provisions of Section 7.6(a) but subject to the limitations set forth in Section 7.6(c) and the cooperation and coordination contemplated by Section 7.6(e), use its reasonable best efforts each of the Company and Parent agrees to obtain, take or cause to be obtainedtaken the following actions (as applicable): (i) the preparation and filing, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; , of an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable after the date of this Agreement (b) avoid and in any event within ten Business Days after the imposition date of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted); provided, that notwithstanding Parent may withdraw and promptly thereafter refile its Notification and Report Form pursuant to the foregoingHSR Act in accordance with 16 C.F.R. § 803.12 and any other applicable Law if deemed advisable by Parent’s outside legal counsel (in consultation with the Company’s outside legal counsel); (ii) the prompt provision to each and every federal, this Section 4.1 shall not require Buyer to take state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any action on the part applicable Antitrust Law (each, a “Governmental Antitrust Entity”) of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares non-privileged information and documents requested by any Governmental Antitrust Entity or that would materially limit the voting rights are necessary, proper or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, advisable to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect permit consummation of the transactions contemplated by this Agreement. Buyer shall not enter into; (iii) the prompt use of its reasonable best efforts to comply with Section 7.6(b)(iii) of the Company Disclosure Letter; (iv) the prompt use of its reasonable best efforts to defend through litigation on the merits any claim asserted in any court, agency or permit other Proceeding by any Affiliate to enter into, any definitive agreement to acquire any business Governmental Antitrust Entity (or any corporationother Person making a claim under any Antitrust Law) seeking to delay, partnershiprestrain, limited liability companyprevent, joint venture enjoin or other business organization or division thereof if the entering into otherwise prohibit consummation of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement (subject in all cases to the limitations set forth in Section 7.6(c)); (v) the prompt use of its reasonable best efforts to take all necessary or the expiration reasonably proper or termination advisable steps to vacate, modify, reverse, suspend, prevent, eliminate or remove any temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued in any Proceeding or inquiry of any applicable waiting period under the HSR Actkind that would reasonably be expected to delay, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the transactions contemplated by this Agreement (subject in all cases to the limitations set forth in Section 7.6(c)); (vi) the proffer and agreement by Parent of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company, Parent or any of their respective Subsidiaries, and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto, which Parent may present to the applicable Governmental Antitrust Entity in one or more proposals over time but not later than October 5, 2021 (iii) prevent subject in all cases to the limitations set forth in Section 7.6(c)), if such action would be necessary or reasonably proper or advisable so as to permit the consummation of the transactions contemplated by this AgreementAgreement prior to the Outside Date; and (vii) the proffer and agreement by Parent of its willingness to effect any other obligation, restriction, requirement, limitation, qualification, condition, remedy or other action with respect to the business and operations of the Company, Parent or any of their respective Subsidiaries, and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto, which Parent may present to the applicable Governmental Antitrust Entity in one or more proposals over time but not later than October 5, 2021 (subject in all cases to the limitations set forth in Section 7.6(c)), if such action would be necessary or reasonably proper or advisable so as to permit the consummation of the transactions contemplated by this Agreement prior to the Outside Date.

Regulatory Efforts. Each party hereto shall(a) Subject to the terms and conditions of this Agreement, as promptly as possible, the Company and Parent shall use its their respective reasonable best efforts to obtaintake, or cause to be obtainedtaken, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, actions and to supply as promptly as practicable do, or cause to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoingdone, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust all things necessary, proper or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties advisable under Applicable Law to consummate the transactions contemplated by this Agreement has been issuedAgreement, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer including (i) preparing and Seller shall filing as promptly furnish each other, to the extent permitted by applicable Laws, as practicable with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Buyer shall not enter intoParent acknowledges and agrees that its obligation to use reasonable best efforts pursuant to this Section 8.01 includes taking, or permit any Affiliate causing to enter intobe taken, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating toand doing, or the consummation ofcausing to be done, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining ofall things necessary, proper or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary advisable under Applicable Law to consummate the transactions contemplated by this Agreement Agreement, including divestitures, hold separate arrangements, the termination, assignment, novation or modification of contracts or other business relationships, the expiration or termination acceptance of any applicable waiting period under restrictions on business operations, the HSR Actentry into other commitments and limitations, (ii) materially increase and litigation, including with Governmental Authorities, to obtain the risk of approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of Authority to consummate the transactions contemplated by hereby; provided that, notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.01 shall require Parent or any of its Affiliates to (x) proffer to, agree to, or take any action, including accept any restrictions on business operations or enter into other commitments or limitations on the freedom of action of Parent and its Subsidiaries (including, after the Closing, the Company and its Subsidiaries), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the Applied Technologies operating segment of the Company and its Subsidiaries, or (iiiy) prevent proffer to, agree to or take any action that, individually or in the consummation aggregate, would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of Parent and its Subsidiaries, taken as a whole, after giving effect to the transactions contemplated by this AgreementMerger (measured on a scale relative to the Company and its Subsidiaries, taken as a whole) (any action set forth in clause (x) or (y), a “Materially Burdensome Regulatory Condition”).

Regulatory Efforts. Each (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) and Section 6.4(d), each party hereto shall, as promptly as possibleand, in the case of Section 6.4(a)(iii), shall cause its respective Affiliates to, use its reasonable best efforts to obtainto: (i) take, or cause to be obtainedtaken, all actions, and 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 the Transactions as promptly as practicable; (ii) as promptly as practicable, obtain any consents, licenses, permits, waivers, approvals, authorizations, expirations of legal waiting periods, or orders and approvals from all Governmental Entities that may required to be obtained by such party (or become necessary for the performance any of its obligations pursuant Subsidiaries) from any Governmental Entity or third party in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions; provided, however, that in no event shall any Parent Entity or the Company or any of their respective Subsidiaries be required to (and, without the prior consent of Parent, the Company and its Subsidiaries shall not) pay any monies (except for filings or similar fees) or (except, in the case of the Parent Entities, as contemplated by Section 6.4(d)) agree to any material undertaking in connection with any of the foregoing; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws, Foreign Investment Laws, the FSR, Specified Company Permits or Healthcare Notification Laws and any related governmental request thereunder and (C) any other applicable law; (iv) prevent the initiation of, contest and resist any action, including any administrative or judicial action, and seek to prevent the entry of or have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) pursuant or relating to the HSR Act, any other applicable Antitrust Laws, Foreign Investment Laws, the FSR, Specified Company Permits or Healthcare Notification Laws (a “Restrictive Order”) which has or could reasonably be expected to have the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger or the other Transactions; and (v) execute or deliver any additional instruments necessary to consummate the Transactions, and to fully carry out the purposes of, this Agreement. The parties hereto shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clauses (ii) or (iii), including providing copies of all such documents to the non-filing Person and its advisors prior to filing (to the extent permitted under applicable law) and considering in good faith any comments in connection therewith. Each party hereto shall cooperate fully use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the Transactions. For the avoidance of doubt, nothing contained in this Section 6.4(a) shall limit any obligation under any other parties hereto provision in this Section 6.4. (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent Entities and their respective Affiliates the Company shall (i) as soon as reasonably practicable and in promptly seeking to obtain all such consents, authorizations, orders any event within twenty-five (25) Business Days following the date of this Agreement make appropriate filings of Notification and approvals. Buyer agrees to make an appropriate notification Report Forms pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements Transactions, (ii) as promptly as practicable after make all filings as may be required under any other applicable Antitrust Laws, Foreign Investment Laws, the date hereofFSR, the Specified Company Permits or Healthcare Notification Laws with respect to the Transactions (to the extent required) and in (iii) promptly make all filings or notices to a Governmental Entity as may be required as relates to the Specified Company Permits pursuant to any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply other applicable law. Each party shall make an appropriate response as promptly as practicable to the appropriate any requests for information by a Governmental Entity any additional information and documentary material that may be requested pursuant with respect to the HSR ActTransactions. Without limiting the generality In furtherance of the foregoing, in the event that a Governmental Entity issues a Request for Additional Information and Documentary Material (a “second request”), each of the parties hereto Party shall use its reasonable best efforts to be prepared to produce all materials responsive to such request (aas modified, if applicable) respond within one hundred twenty (120) days of its issuance, and to any inquiries certify its substantial compliance with such request promptly at a time to be mutually agreed by the parties. None of the Parent Entities or the Company shall commit to or agree with any Governmental Entity regarding antitrust to delay the consummation of or other matters with respect to refrain from consummating the transactions contemplated Transactions, by this Agreement; and (b) avoid the imposition way of any order a “timing agreement” or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates fromotherwise, or delivered by any of the foregoing tostay, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, toll or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of extend any applicable waiting period under the HSR ActAct or other applicable Antitrust Laws, Foreign Investment Laws, the FSR, Specified Company Permits or Healthcare Notification Laws, without the prior written consent of the other parties, such consent not to be unreasonably withheld. The parties hereto shall jointly determine the strategy to be pursued in seeking to remove impediments to the Closings related to Specified Company Permits and Healthcare Notification Laws. The Parent Entities shall, upon consultation with the Company in good faith, determine and lead the strategy to be pursued in seeking to remove impediments to the Closings related to Antitrust Laws, Foreign Investment Laws, the FSR, or any other applicable law (other than Specified Company Permits and Healthcare Notification Laws), and jointly direct any related proceedings. (c) Subject to the terms hereof, and without limiting the Parent Entities’ obligations under Section 6.4(d), the parties hereto shall, and shall cause each of their respective Subsidiaries to, cooperate and use their respective reasonable best efforts to obtain any government clearances or approvals required for the Closings under any Antitrust Laws, Foreign Investment Laws, Specified Company Permits, Healthcare Notification Laws, the FSR or other applicable law relating to the matters covered by Section 7.1(b), to respond to any government requests for information under any Antitrust Laws, Foreign Investment Laws, Specified Company Permits, Healthcare Notification Laws, the FSR or other applicable law relating to the matters covered by Section 7.1(b) (including, for the avoidance of doubt, for the Parent Entities to respond to government requests for information about the contemplated post-Closing ownership structure of the Parent Entities promptly following the date of such request), to cause any waiting periods under any applicable Antitrust Laws, Foreign Investment Laws, the FSR or Healthcare Notification Laws to expire or be terminated, and to contest and resist any action, including any legislative, administrative or judicial action which has or could reasonably be expected to have the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger or the other Transactions, and to have vacated, lifted, reversed or overturned any Restrictive Order. The parties hereto shall use their respective reasonable best efforts to consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties reasonable opportunity to review and discuss in advance (as applicable), 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 any Antitrust Laws, Foreign Investment Laws, Specified Company Permits, Healthcare Notification Laws, the FSR, or other applicable law (relating to the matters covered by Section 7.1(b)), and to the extent permitted by law or Governmental Entities reviewing the Transactions, use their respective reasonable best efforts to (i) keep each other promptly informed of any communication received in connection with any proceedings under or relating to any Antitrust Law, Foreign Investment Laws, Specified Company Permits, Healthcare Notification Laws, the FSR or other applicable law (and in the case of material written communications, furnish each other with a copy of such communication) and (ii) materially increase provide each other reasonable opportunity to attend and participate in meetings and other substantive conversations with any such Governmental Entities (whether in person or otherwise), provided, however, that materials provided pursuant to this Section 6.4(c) or Section 6.4(a) may be redacted as each party deems advisable and necessary or designated “outside counsel only”: (i) to remove competitively sensitive information or references concerning the risk valuation of the Company and its Subsidiaries; (ii) as necessary to comply with applicable laws; and (iii) as necessary to address reasonable attorney-client or other privilege concerns. (d) Notwithstanding anything to the contrary in this Agreement, the Parent Entities shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent Entities or, effective as of the Effective Time, the Surviving Corporation, or their respective Subsidiaries, or otherwise offer to take or offer to commit to take any Governmental Entity action which it is capable of competent jurisdiction entering an taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Parent Entities, the Surviving Corporation or their respective Subsidiaries, in order prohibiting to eliminate each and every impediment to the Closings related to Antitrust Laws, Foreign Investment Laws, Healthcare Notification Laws, the FSR, Specified Company Permits, or any other applicable law (relating to the matters covered by Section 7.1(b)) so as to enable the consummation of the transactions contemplated by Merger Closing prior to the Outside Date (and, if the Merger Closing has not occurred on or prior to the first anniversary of the date hereof, and this Agreement or has not been terminated in accordance with Section 8.1, as promptly as practicable thereafter (iii) prevent and in any event before the Outside Date)), provided that the Parent Entities shall not be obligated to take any such action unless the taking of such action is expressly conditioned upon the consummation of the transactions contemplated by this AgreementInitial Closing or the Merger, as applicable.

Regulatory Efforts. Each party (a) As promptly as reasonably practicable following the date hereof, the Parties shall (and shall cause their respective Affiliates to) (i) use reasonable best efforts to produce and submit to CFIUS a draft of a joint voluntary notice as contemplated by the DPA with respect to the Transactions (the “Joint Notice”) for the purpose of obtaining the CFIUS Approval; and (ii) reasonably cooperate with one another in order to (A) address and resolve any questions and comments received on the draft Joint Notice from CFIUS, (B) submit a formal Joint Notice as contemplated by the DPA and (C) submit to CFIUS any information requested by CFIUS or any other agency or branch of any Government Entity of the United States in connection with the CFIUS review or investigation of the Joint Notice within the timeframes set forth in the DPA (including any extensions granted in accordance with the DPA). Notwithstanding anything herein to the contrary, nothing herein shall require any Party hereto shallor any of their respective Affiliates to (x) agree to any mitigation measures proposed by CFIUS or any other agency or branch of any Government Entity of the United States in connection with seeking or obtaining the CFIUS Approval or (y) litigate in any court to seek to vacate or terminate or avoid the entry of any decree, order or judgment under the DPA. SMBC shall pay (or cause to be paid) the filing fee in respect of the Joint Notice in accordance with 31 C.F.R. Part 800, Subpart K and, subject to Section 5.1(d) below, shall direct and control communications and strategy relating to obtaining the CFIUS Approval. (b) The Parties shall cooperate in good faith to determine whether any Foreign Investment Approval, notification under the HSR Act or other regulatory filings, notices, approvals or Consent (the “Regulatory Approvals”) are required, necessary, advisable or proper in connection with the Transactions; provided that this clause (b) shall not apply to the CFIUS Approval, which is addressed in Section 5.1(a). (c) In the event the Parties mutually agree that any Regulatory Approval (other than the CFIUS Approval, which is addressed in Section 5.1(a)) is required, necessary, advisable or proper in connection with the Transactions, if requested in writing by any Party, as promptly as possiblepracticable following such request, use each Party shall (and shall cause its reasonable best efforts Affiliates to), subject to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant Law relating to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereofexchange of information, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to (ai) respond take, or cause to be taken, all actions, and do, or cause to be done, and reasonably assist and cooperate with the other Party in doing, all things required, necessary, proper or advisable to seek and obtain the applicable Regulatory Approval, in the most expeditious manner reasonably practicable; (ii) prepare and file (or reasonably assist and cooperate with the other Party so that the other Party can prepare and file) all necessary applications, filings and notifications in respect of such Regulatory Approval; and (iii) prepare and file with the applicable Government Entity all subsequent documentation (including in response to information requests from Government Entities) necessary to be submitted in respect of seeking and obtaining the applicable Regulatory Approval. (d) Unless prohibited by Law or any inquiries Government Entity and to the extent reasonably practicable, each Party shall (and shall cause its respective Affiliates to): (i) give the other Party prompt notice of the making or commencement of any filing, request or proceeding by or before any Governmental Government Entity regarding antitrust or other matters with respect to any Regulatory Approval (including, for the transactions contemplated by this Agreementavoidance of doubt, the CFIUS Approval); and (bii) avoid keep the imposition other Party reasonably informed as to the status of any order such filing, request or proceeding; (iii) give the taking other Party prompt notice of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event material substantive communication made to any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Government Entity in respect of any such filing, request or proceeding; (iv) as promptly as possible notify the transactions other Party of any substantive communication from any Government Entity in respect of any such filing, request or proceeding; (v) give the other Party the right to review in advance any filing made with, or substantive written materials submitted to, any Government Entity in respect of any such filing, request or proceeding; and (vi) give the other Party an opportunity to attend each meeting, conference, videoconference or telephone call with (other than purely scheduling and administrative videoconferences or calls) any Government Entity in respect of any such filing, request or proceeding. In exercising the foregoing rights, each Party shall (and shall cause its Affiliates to) act reasonably and as promptly as practicable. Notwithstanding the foregoing, each Party (and their respective Affiliates) may, as each reasonably deems advisable and necessary, (A) designate any competitively sensitive material provided to the other under this Section 5.1 as “outside counsel only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written consent is obtained in advance from the source of the materials, (B) withhold documents and information from the other Party (and its Affiliates and its and their respective Representatives) (x) as necessary to comply with contractual obligations, (y) as necessary to avoid adversely impacting or jeopardizing any legal privilege or work product doctrine or (z) that would result in disclosure in respect of any assets, businesses, operations or financial records of SMBC or its Affiliates (other than their interest in the Company) and (C) exclude the other Party and its Affiliates (and their Representatives) from any meeting, conference, videoconference or telephone call (or portion thereof) with any Government Entity to the extent it addresses any matters related to any information of the nature contemplated by this Agreement. Buyer shall not enter intothe foregoing clauses (A) and (B). (e) In the event (i) that the Company becomes aware that any action contemplated by the Company or its Affiliates would, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to, require any Party (or their respective Affiliates) to have obtained any Regulatory Approval (i) impose including any material delay in Regulatory Approval of which SMBC shall have informed the obtaining ofCompany that SMBC reasonably believes would, or materially would reasonably be expected to, be required in connection with an increase in SMBC’s Economic Ownership Percentage, taken together with SMBC’s other rights hereunder and relationships with the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under the HSR Act, Company and its Subsidiaries) and (ii) materially increase such Regulatory Approval shall not have been obtained (and in full force and effect), then the risk Parties shall cooperate in good faith and use reasonable best efforts to obtain such Regulatory Approval or otherwise resolve any concerns of any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions contemplated by this Agreementeither Party with respect thereto.

Regulatory Efforts. Each party hereto shallWithout limiting the generality of, as promptly as possibleand in furtherance of the provisions of Section 7.6(a) but subject to the limitations set forth in Section 7.6(c) and the cooperation and coordination contemplated by Section 7.6(e), use its reasonable best efforts each of the Company and Parent agree to obtain, take or cause to be obtainedtaken the following actions (as applicable): (i) the preparation and filing, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; , of an appropriate filing of a Notification and (b) avoid Report Form pursuant to the imposition HSR Act as promptly as practicable after the date of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding Parent may withdraw and promptly thereafter refile its Notification and Report Form pursuant to the foregoingHSR Act in accordance with 16 C.F.R. § 803.12 and any other applicable Law if deemed advisable by Parent’s outside legal counsel; (ii) the prompt provision to each and every federal, this Section 4.1 shall not require Buyer to take state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any action on the part applicable Antitrust Law (each, a “Governmental Antitrust Entity”) of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares non-privileged information and documents requested by any Governmental Antitrust Entity or that would materially limit the voting rights are necessary, proper or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, advisable to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect permit consummation of the transactions contemplated by this Agreement. Buyer shall not enter into; (iii) the prompt use of its reasonable best efforts to take all reasonably necessary, proper or permit advisable steps to vacate, modify, reverse, suspend, prevent, eliminate or remove any Affiliate to enter intotemporary, any definitive agreement to acquire any business preliminary or any corporation, partnership, limited liability company, joint venture permanent injunction or other business organization order, decree, decision, determination or division thereof if the entering into judgment entered or issued in any Proceeding or inquiry of a definitive agreement relating to, or the consummation of, such acquisition any kind that would reasonably be expected to (i) impose any material delay in delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the obtaining ofconsummation of the transactions contemplated by this Agreement, or materially increase including the risk of not obtaining, any consent, authorization, order or approval defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Governmental Antitrust Entity seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement (subject in all cases to the limitations set forth in Section 7.6(c)), if such action would be reasonably necessary, proper or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting advisable so as to permit the consummation of the transactions contemplated by this Agreement prior to the Outside Date; and (iv) the proffer and agreement by Parent of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, operations, rights, product lines, licenses, businesses or interests therein of the Company, Parent or either of their respective Subsidiaries or to effect any other obligation, restriction, requirement, limitation, qualification, condition, remedy or other action with respect to the business and operations of the Company, Parent or either of their respective Subsidiaries (iii) prevent and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto), subject in all cases to the limitations set forth in Section 7.6(c), if such action would be reasonably necessary, proper or advisable so as to permit the consummation of the transactions contemplated by this AgreementAgreement prior to the Outside Date.

Regulatory Efforts. Each party hereto shallii) Subject to the terms and conditions of this Agreement, as promptly as possible, the Company and Parent shall use its their respective reasonable best efforts to obtaintake, or cause to be obtainedtaken, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, actions and to supply as promptly as practicable do, or cause to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoingdone, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust all things necessary, proper or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties advisable under Applicable Law to consummate the transactions contemplated by this Agreement has been issuedAgreement, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer including (1) preparing and Seller shall filing as promptly furnish each other, to the extent permitted by applicable Laws, as practicable with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (2) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Buyer shall not enter intoParent acknowledges and agrees that its obligation to use reasonable best efforts pursuant to this ‎‎Section 8.01 includes taking, or permit any Affiliate causing to enter intobe taken, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating toand doing, or the consummation ofcausing to be done, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining ofall things necessary, proper or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary advisable under Applicable Law to consummate the transactions contemplated by this Agreement Agreement, including divestitures, hold separate arrangements, the termination, assignment, novation or modification of contracts or other business relationships, the expiration or termination acceptance of any applicable waiting period under restrictions on business operations, the HSR Actentry into other commitments and limitations, (ii) materially increase and litigation, including with Governmental Authorities, to obtain the risk of approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of Authority to consummate the transactions contemplated by hereby; provided that, notwithstanding anything in this Agreement to the contrary, nothing in this ‎Section 8.01 shall require Parent or any of its Affiliates to (x) proffer to, agree to, or take any action, including accept any restrictions on business operations or enter into other commitments or limitations on the freedom of action of Parent and its Subsidiaries (including, after the Closing, the Company and its Subsidiaries), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the Applied Technologies operating segment of the Company and its Subsidiaries, or (iiiy) prevent proffer to, agree to or take any action that, individually or in the consummation aggregate, would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of Parent and its Subsidiaries, taken as a whole, after giving effect to the transactions contemplated by this AgreementMerger (measured on a scale relative to the Company and its Subsidiaries, taken as a whole) (any action set forth in clause (x) or (y), a “Materially Burdensome Regulatory Condition”).

Regulatory Efforts. Each party hereto (a) In relation to the ADM Condition and the Antitrust Condition, the Seller shall and shall procure that each other Seller Group Company cooperates with the Buyer (and its Agents) and each applicable Regulatory Authority, to the extent necessary and on a confidential basis, and provide all necessary information and assistance reasonably required by the Buyer or by each Regulatory Authority in relation to the ADM Condition and the Antitrust Condition as soon as reasonably practical upon being requested to do so, provided that any information provided in relation to the Seller’s Parent Undertaking and its Affiliated Persons that is commercially sensitive and not concerning or relating to the Acquired Entities may be provided only to the Buyer’s legal advisors on a confidential basis. Further, to the extent the ADM requires the PREU Liabilities to be settled as a condition to their approval as required by the ADM Condition, the Seller shall cause the PREU Liabilities to be discharged prior to Closing. (b) The Buyer shall: (i) submit draft filings to the ADM and each Regulatory Authority in respect of the ADM Condition and the Antitrust Condition, respectively, as soon as practicable following the date of this Agreement and in any event on or before the date which is thirty (30) days following the date of this Agreement and submit the final filings as soon as permitted thereafter by the ADM or each Regulatory Authority (as applicable); (ii) invite the Seller to participate in any call or meeting with the ADM or each Regulatory Authority, promptly inform the Seller of the content of any meeting, material conversation and any material other communication which takes place between the Buyer (or its Agents) and the ADM or each Regulatory Authority in which the Seller did not participate and provide copies or, in the case of nonwritten communications, a written summary, to the Seller; and (iii) procure that the Seller is given a reasonable opportunity to review and comment on drafts of all material written notifications, filings and submissions before they are submitted to the ADM or the relevant Regulatory Authority and provide the Seller with final copies of all such material written notifications, filings and submissions (it being acknowledged that certain such drafts or documents may be shared on a confidential basis only with outside counsel) and take account of any reasonable comments, provided that the Buyer shall in any event be entitled to redact any personal information and commercially sensitive information concerning or relating to the Apollo Group and its Affiliated Persons. (c) The Buyer shall: (i) take, and shall procure that each other Buyer Group Company takes, all steps necessary to secure the satisfaction of each of the ADM Condition and the Antitrust Condition by the end of the initial period of review of the ADM or each Regulatory Authority (as possibleapplicable) (including without the need for a second phase of investigation). Such steps shall include, but are not limited to, proposing, negotiating, offering to commit and agreeing, in each case where necessary to ensure that each of the ADM Condition and the Antitrust Condition (as applicable) is satisfied prior to the Long Stop Date with the ADM or any Regulatory Authority (as applicable), to effect (and if such offer is accepted, commit to effect), by agreement, order or otherwise the sale, divestiture, license, or disposition of any necessary assets or businesses by the Buyer or by any other Buyer Group Company; and (ii) use its reasonable best efforts endeavours to obtainavoid any declaration of incompleteness by the ADM or any Regulatory Authority or any other suspension of the periods for clearance. (d) If the ADM or any Regulatory Authority requests any divestitures or disposals of all (or any portion) of the Acquired Business or other behavioural remedies to occur prior and as a condition to Closing, the Seller shall, and shall procure that each other Seller Group Company shall, in full cooperation and with the approval of the Buyer and at the Buyer’s cost, procure that the relevant Acquired Entity divest or cause dispose of such assets or otherwise comply with such behavioural remedies to allow the ADM Condition or the Antitrust Condition (as applicable) to be obtained, all consents, authorizations, orders satisfied. The Buyer shall: (i) reimburse reasonable third party out-of-pocket costs incurred by the Seller or a Seller Group Company in carrying out its obligation under this Clause 5.4(d) and approvals from all Governmental Entities that may be or become necessary the Seller shall provide the Buyer with such supporting documentation as the Buyer reasonably requests for the performance purpose of its evaluating such costs; and (ii) to the extent Closing does not occur, indemnify and hold each Seller Group Company harmless from any Loss suffered by any of them arising from, in connection with, relating to or deriving from their compliance with the obligation under this Clause 5.4(d). (e) If the ADM or any Regulatory Authority makes any requests for divestitures, disposals or behavioural remedies, the Buyer shall not be entitled to claim a reduction or adjustment of the Consideration or to rescind or terminate this Agreement, whether before or after Closing, and the Buyer waives all and any rights of rescission which it may have in respect of any matter to the full extent permitted by law. (f) Subject to Clause 5.4(c), and without otherwise limiting the generality of the Buyer’s or the Seller’s respective obligations pursuant to this Agreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Transaction, the Buyer shall use reasonable endeavours to contest and resist any such action or proceeding. Each party hereto Notwithstanding anything in this Clause 5.4(f) to the contrary, under no circumstances shall cooperate fully with any Buyer Group Company or any Seller Group Company be under the obligation to institute any administrative or judicial action or proceeding against a Regulatory Authority. The Buyer may not, without the prior written consent of the Seller, withdraw any notification, filing or submission made by it to the ADM or the Regulatory Authority. (g) Notwithstanding anything to the contrary in this Clause 5.4, the Seller and the Buyer may, before providing information to the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act Party (or its Agents) redact information concerning: (i) with respect to the transactions contemplated by this Agreement and Seller, the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five Seller Group; or (5ii) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by Buyer, the Apollo Group and its Affiliated Persons, including any personal information relating to any individual, in each case which is to be provided under this Agreement; and (b) avoid Clause 5.4 that the imposition of any order disclosing Party considers to be secret, confidential or commercially sensitive to the Seller Group or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; Apollo Group and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to its Affiliated Persons (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions contemplated by this Agreementas applicable).

Regulatory Efforts. Each party (a) Subject to the other terms and conditions of this Agreement, the parties hereto shall, as promptly as possible, agree to use its their respective reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Antitrust Laws to consummate and make effective the Transactions and to use their respective reasonable best efforts to cause the conditions to each party’s obligation to close the Transactions as set forth in Article VI to be satisfied, including using reasonable best efforts to take all actions necessary to obtain all licenses, certificates, permits, approvals, clearances, consents, authorizationsexpirations or terminations of applicable waiting periods, waivers, exemptions and authorizations by, qualifications and orders and approvals from all of any Authority (each a “Governmental Entities that may be or become necessary Consent”) required for the performance satisfaction of its obligations pursuant to this Agreementthe conditions set forth in Section 6.1(a). Each party hereto The parties shall cooperate fully with each other to the other parties hereto extent necessary in connection with the foregoing. (b) In connection with the efforts referenced in Section 5.3(a), Buyer and their respective Affiliates Seller shall promptly make all filings which may be required for the satisfaction of the condition set forth in promptly seeking to obtain all such consentsSection 6.1(a) by each of them in connection with the consummation of the Transactions (including, authorizationswithin 10 Business Days following the Agreement Date, orders the Notification and approvals. Buyer agrees to make an appropriate notification pursuant to Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereofhereof make all other notices, filings or applications set forth on Schedule 6.1(a)). In addition, subject to the other terms and in any event not later than the date that is five (5) Business Days after the date conditions of this Agreement, Buyer and Seller agree, and shall cause each of their Subsidiaries, to cooperate and to supply use their respective reasonable best efforts, to take all actions necessary to obtain any Governmental Consents required for the Closing contemplated by Section 5.3(a) above and to respond as promptly as practicable to any requests for information from any Authority, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an “Antitrust Order”) that restricts, prevents or prohibits the appropriate Governmental Entity consummation of the Transactions under any additional Law. Each party shall furnish to the other such necessary information and documentary material that assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Authority. (c) ▇▇▇▇▇ and Seller will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other in advance (to the extent legally permissible), any analyses, 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 any Antitrust Laws. Without limiting the generality of the foregoing, in connection with this Agreement, any related agreements and the transactions contemplated hereby or thereby, the parties agree to (i) give each other reasonable advance notice of all meetings with any Authority relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) give each other reasonable advance notice of all substantive oral communications with any Authority relating to any Antitrust Laws, (iv) if any Authority initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with an Authority regarding any Antitrust Laws, and (vi) provide each other with copies of all substantive written communications from any Authority relating to any Antitrust Laws. Any disclosures or provision of copies by one party to the other may be requested made on an outside counsel basis, if appropriate. Except as prohibited or restricted by Law, each party or its attorneys shall provide the other party or its attorneys the opportunity to review all substantive correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any Authority, on the other hand, with respect to this Agreement, any related agreements or the transactions contemplated hereby or thereby. (d) Each of Buyer and Seller shall promptly notify and keep the other advised as to (i) any material communication from any Authority regarding any of the Transactions, and (ii) any litigation or administrative proceeding pending and known to such party, or to the Company’s knowledge or Buyer’s knowledge, as applicable, threatened, which challenges, or would challenge, the Transactions. Buyer and Seller shall not take any action inconsistent with their obligations under this Agreement or, without prejudice to Parent’s, Seller’s or Buyer’s rights under this Agreement, which would materially hinder or delay the consummation of the Transactions. (e) If any objections are asserted with respect to the Transactions under any Antitrust Law, or if any Legal Action is instituted or threatened by any Authority challenging any of the Transactions as violative of any Antitrust Law or if a filing pursuant to Section 5.3(a) is reasonably likely to be rejected or conditioned by an Authority, then each of the HSR Actparties hereto shall use reasonable best efforts to resolve such objections or challenges as such Authority or private party may have to such transactions so as to permit consummation of the Transactions as soon as practicable and in any event on or prior to the Termination Date. Without limiting the generality of the foregoing, each of Buyer and Seller shall as promptly as practicable pursue all actions necessary, proper or advisable to eliminate, avoid or resolve each and every impediment and obtain all clearances, consents, approvals and waivers or waiting period expirations or terminations under the parties HSR Act or any other Antitrust Law regarding the Transactions so as to enable to the Closing to occur as promptly as reasonably practicable (and in any event, no later than the Termination Date). No actions taken pursuant to this Section 5.3(e) shall be considered for purposes of determining whether a Company Material Adverse Effect has occurred. Without limiting the generality of this Section 5.3(e) and subject to Law and the other terms of this Agreement, each party hereto shall use reasonable best efforts to promptly furnish Buyer with such necessary information and assistance as Buyer may reasonably request in connection with the foregoing. (af) respond to Notwithstanding the foregoing provisions of this Section 5.3 or any inquiries by any Governmental Entity regarding antitrust or other matters with respect provisions of this Agreement to the transactions contemplated by contrary, nothing in this Agreement; and Agreement will (bi) avoid the imposition of any order be deemed to require Buyer or the taking Company or any of their respective Subsidiaries to agree to or take any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares Burdensome Condition or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase limit the risk right of any Governmental Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by a party to terminate this Agreement in accordance with Section 7.1, so long as such party has until that time complied in all material respects with its obligations under this Section 5.3. Seller will not, and will cause the Group Companies not to, agree or (iii) prevent commit to any Burdensome Condition without the consummation written consent of the transactions contemplated by this Agreement▇▇▇▇▇.

Regulatory Efforts. Each party hereto shall(a) Upon the terms and subject to the conditions set forth in this Agreement, as promptly as possible, each of the Parties agrees to use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all consentsactions, authorizationsand to do, orders or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to (i) obtain all actions or nonactions, waivers, consents and approvals from all Governmental Entities Authorities, including any required action or non-action under the Competition Laws (the “Required Consents”) that may be or become necessary for to consummate the performance Merger prior to the Effective Time, and the making of its obligations pursuant all necessary registrations and filings and the taking of all steps as may be necessary to this Agreement. Each party hereto shall cooperate fully with obtain a Required Consent from, or to avoid an action or proceeding by, any Governmental Authority and (ii) avoid or eliminate each and every impediment under the HSR Act or any other parties hereto and their respective Affiliates Competition Laws that may be asserted by any Governmental Authority or any other Person (including, in promptly each case, seeking to obtain all such consentshave any stay, authorizationsdecree, orders order, judgment, or injunction, whether temporary, preliminary or permanent that would prevent the Merger vacated, lifted, overturned or reversed) so as to enable the Parties to consummate the Merger as promptly as practicable, and approvalsin any event prior to the Outside Date. Buyer In furtherance and not in limitation of the foregoing, each Party agrees to make (A) an appropriate notification filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and hereby as promptly as practicable, and, in any event, within the Other Stock Purchase Agreements later of January 13, 2020 or ten (10) Business Days of the date hereof, (B) appropriate filings, if any are required, with respect to foreign Competition Laws as promptly as practicable after and (C) all other necessary filings with other Governmental Authorities relating to the date hereofMerger, and and, in any event not later than the date that is five (5) Business Days after the date of this Agreementeach case, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be formally or informally requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall Competition Laws or by such authorities and to use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement or cause the expiration or termination of any applicable waiting period periods under the HSR ActCompetition Laws and the receipt of the Required Consents as soon as practicable. Without limiting the generality of the Parties undertaking pursuant to the foregoing in this Section 8.6(a), but subject to Section 8.6(b), the Parties, along with their respective Subsidiaries, shall use their reasonable best efforts to obtain clearance under any applicable Competition Laws so as to enable the parties hereto to consummate the Merger as promptly as practicable, and in any event prior to the Outside Date, which reasonable best efforts shall include (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition, license or other disposition of any Subsidiaries, operations, divisions, businesses, product lines, contracts, customers or assets of Spinco or RMT Partner or any of their respective Subsidiaries, (ii2) materially increase taking or committing to take such other actions that may limit or impact Spinco’s or RMT Partner’s or any of their Subsidiaries’ freedom of action with respect to, or ability to retain, any of their operations, divisions, businesses, product lines, contracts, customers or assets, (3) entering into any orders, settlements, undertakings, contracts, consent decrees, stipulations or other agreements to effectuate any of the risk of foregoing or in order to vacate, lift, reverse, overturn, settle or otherwise resolve any Governmental Entity of competent jurisdiction entering an order prohibiting that prevents, prohibits, restricts or delays the consummation of the Merger, in any case, that may be issued by any court or other Governmental Authority and (4) creating, terminating or divesting relationships, contractual rights or obligations of Spinco, RMT Partner or any of their respective Subsidiaries, in each case in connection with obtaining all, or eliminating any requirement to obtain any, waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other applicable Competition Laws or from any Governmental Authority so as to enable the Closing to occur no later than the Outside Date. (b) Remainco and RMT Partner acknowledge and agree that RMT Partner shall, on behalf of the Parties, control and lead all matters with respect to the strategy regarding the filings (including in which jurisdictions to file), strategies, process, negotiation and acceptance of settlements, and related proceedings contemplated by this Section 8.6, including, for the avoidance of doubt, in connection with any sale, divestiture or disposition of any assets or businesses of Spinco or RMT Partner or any of their Subsidiaries pursuant hereto. RMT Partner shall consult with and consider in good faith the views of Remainco in advance of any decisions about communications and strategy in connection the Competition Laws and litigation matters relating thereto. Remainco shall use its reasonable best efforts to provide timely support for RMT Partner in all respects under this Section 8.6(b) Notwithstanding anything to the contrary in this Section 8.6, any reasonable actions or strategies pursued by Remainco or RMT Partner (i) to avoid, resist or reduce the scope of any action that may be sought or required to satisfy the conditions in Section 9.1(a) and Section 9.1(g) or (iiiii) prevent pertaining to the consummation submission of all required notifications to any Governmental Authority and obtaining the consent of any Governmental Authority, shall be deemed consistent with its obligations under this Section 8.6 so long as such action or strategy does not delay satisfaction of the conditions set forth in Article IX to a date beyond the Outside Date, as the same may be extended. (c) In addition, in the event that any Action is instituted (or threatened to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement, each of the Parties shall, and shall cause its respective Affiliates to, in each case in accordance with and subject to Section 8.6(b), cooperate with each other in all respects and to use their respective reasonable best efforts to contest and defend on the merits any claim asserted in court by any Governmental Authority in order to avoid entry of, or to have vacated or terminated, any decree, Governmental Order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing. (d) Subject to Section 8.6(b), the Parties shall cooperate in all respects with one another, and consider in good faith the views of one another, in connection with (x) any filing or submission pursuant to any Competition Law prior to their submission, (y) the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Competition Law, in each case, prior to their submission, and (z) in any investigation or other Action related to Competition Law or challenging the Merger in connection therewith (including any Action initiated by a private party). Each of the Parties shall (i) promptly notify the other Party of any substantive communication or inquiry or investigation received by that Party from, or given by it to, any Governmental Authority and, subject to applicable Law, permit the other Party to review in advance any proposed substantive communication to any such Governmental Authority and incorporate the other Party’s reasonable comments (and, with respect to RMT Partner, to the extent permitted by applicable Law and in accordance with Section 8.6(b) incorporate all such comments of Remainco), (ii) not agree to participate in any meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless, to the extent reasonably practicable, 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 therein (and, to the extent permitted by applicable Law and in accordance with Section 8.6(b), if such prior consultation is not practical or the other Party is otherwise not permitted to attend or participate, to not deviate in any such meeting or discussion from any earlier direction agreed to by the Parties with respect to the matters of this Section 8.6) and (iii) promptly furnish the other Party with copies of all correspondence, filings and written communications between them and their affiliates and their respective officers, directors, employees and Representatives, on one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the Merger in order for such other Party to meaningfully cooperate in accordance with the preceding clauses (i) and (ii), provided that materials furnished pursuant to this Section 8.6(d) may be redacted as necessary to address reasonable attorney-client privilege, confidentiality or other concerns related to applicable Law. (e) With respect to any actions or nonactions, waivers, consents and approvals from Governmental Authorities that may be or become necessary to consummate the Merger prior to the Effective Time that do not relate to Competition Laws (including any national security or trade regulation Laws), Remainco and RMT Partner shall coordinate with respect to the appropriate course of action with respect to obtaining any actions or nonactions, waivers, consents and approvals from Governmental Authorities that may be or become necessary to consummate the Merger.