Transaction, which shall be at the absolute discretion of Bidco) and, where required by the Code, approved by the Panel. The terms of the Transaction at the date of posting of the Scheme Document or following an Agreed Switch any Offer Document shall be set out in the Scheme Document or the Offer Document (as applicable). 3. REGULATORY CONDITIONS 3.1 BTG, Boston Scientific and Bidco, acting jointly and taking due account of their obligations with respect to the Clearances, shall be responsible for determining the strategy to be pursued for obtaining the Clearances, satisfying the Regulatory Conditions, ensuring that the Transaction does not lapse pursuant to Rule 12 of the Code and ensuring that the Effective Date occurs as soon as reasonably practicable before the Long Stop Date. 3.2 Each of Boston Scientific and Bidco shall use commercially reasonable efforts to secure the Clearances and the satisfaction of the Regulatory Conditions as soon as reasonably practicable following the date of this agreement and to ensure that the Effective Date occurs as soon as reasonably practicable before the Long Stop Date and to prosecute the Transaction with a view to achieving Clearances and the satisfaction of the Regulatory Conditions as promptly as reasonably practicable, with the limited exception that Boston Scientific and Bidco shall not be required to propose any divestments to the U.S. Federal Trade Commission or U.S. Department of Justice in order to secure the Clearances and the satisfaction of the Regulatory Conditions for three (3) months following the date of the filing of the notification under the HSR Act. 3.3 BTG, Boston Scientific and Bidco shall submit to the Relevant Authorities all necessary filings and notifications in connection with the Clearances as soon as reasonably practicable following the date of this agreement and in any event within 15 Business Days of the date of this agreement. 3.4 Notwithstanding any other provision of this agreement to the contrary, Boston Scientific acknowledges that its obligation to use commercially reasonable efforts under subclause 3.2 requires: (a) Boston Scientific and Bidco to take or cause to be taken all steps necessary to divest or otherwise hold separate assets, properties or businesses (including any related tangible or intangible properties and customer or other third-party contracts): (i) in relation to Boston Scientific’s global beads and flakes/particles business operated under the brands EmbozeneTM, Embozene TANDEMTM, OncozeneTM, and ContourTM (and the various SKUs thereof), and to enter into such other arrangements (including offering, agreeing and implementing any undertaking or remedy) in relation to that business as may be necessary; or (ii) if in the reasonable judgment of BTG the divestiture under subclause 3.4(a)(i) is unlikely to satisfy the Relevant Authorities, BTG’s global beads and flakes/particles business operated under the brands DC Bead®, DC Bead LUMITM, Bead Block®, LC Bead® and LC Bead LUMITM (and the various SKUs thereof), and to enter into such other arrangements (including offering, agreeing and implementing any undertaking or remedy) in relation to that business as may be necessary; for the avoidance of doubt, nothing in this clause 3 shall require a divestiture of any applications, approvals, assets, contracts, inventories, materials, records, rights, pipeline products, patents, know-how, or any other intellectual property, or any other real, tangible, or other assets or rights regarding any radioembolization or Y90 product (e.g. Therasphere), 4