Common use of Appropriate Action; Consents; Filings Clause in Contracts

Appropriate Action; Consents; Filings. (a) OTE and TetriDyn shall use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by OTE or TetriDyn or any subsidiary in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) make all necessary filings, and thereafter make any other required submissions, respecting this Agreement and the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Parent and TetriDyn the Company shall use, (and shall cause each of their respective subsidiaries to use, all affiliates to) use commercially reasonable efforts to: to (i) take, or consummate the Transactions and cause the conditions set forth in Article VI to be takensatisfied, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) promptly obtain from any Governmental Entities any all actions or nonactions, consents, licensesclearances, permitsPermits (including Environmental Permits), waivers, approvals, authorizations, authorizations and Orders from Governmental Entities necessary or orders required to be obtained or made by OTE or TetriDyn or any subsidiary advisable in connection with the authorizationconsummation of the Transactions, execution, and delivery (iii) as promptly as practicable after the date of this Agreement Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the transactions contemplated herebyTransactions, including the Merger; (iii) make all necessary filingsfilings required under Antitrust Laws, and thereafter promptly make any other required submissionsfurther submissions that are necessary or advisable, respecting (iv) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (v) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. Parent, the Company and their respective affiliates shall not be required to make any concessions under this Section 5.07 that are not conditioned upon the Closing. Parent and the Merger required under: (1) Company shall each be responsible for the Securities Act and payment of one-half of the Exchange Act, and the rules and regulations thereunder, and any other filing fees applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made Transactions pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this AgreementAntitrust Law.

Appropriate Action; Consents; Filings. Section 5.7.1 The Company and Parent shall use their reasonable best efforts to (a) OTE and TetriDyn shall use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: (iA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity, in connection with the authorization, execution, execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated herebyherein and therein, including including, without limitation, the Merger; , and (iiiC) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and each Ancillary Agreement and the Merger required under: under (1x) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; Laws and (2y) any other applicable Law; provided thatprovided, OTE that Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewiththerewith and, provided, however, that nothing in this Section 5.7.1 shall require Parent to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture of assets or property or (CC) the requirement of expenditure of money by Parent or the Company to a third party in exchange for any such consent. OTE The Company and TetriDyn Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement and each Ancillary Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Parent shall use, and shall cause each of use their respective subsidiaries to use, all reasonable best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreementhereby as promptly as practicable; (ii) obtain in a timely manner from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their respective subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby, including the Merger; and (iii) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and Agreement, the Offer, the Merger or the other transactions contemplated hereby that are required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal securities or state securities Blue Sky Laws; , (B) the HSR Act and any related governmental request(s) thereunder and (2C) any other applicable Law; provided thatprovided, OTE that Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Each of the Company and TetriDyn Parent shall furnish to each other all information required from it for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Company Proxy Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn shall use, and shall cause each of Parent will use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain obtain, or cause their affiliates to obtain, from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by Parent or made by OTE or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including without limitation the Merger; Offer and the Merger and (iii) make as promptly as reasonably practicable, and in any event within three Business Days after the date hereof, make, or cause their affiliates to make, all necessary filings, and thereafter make any other required submissions, respecting and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided thatprovided, OTE that the Company and TetriDyn shall Parent will cooperate with each other in connection with (x) preparing and filing the Information Statement, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer and the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings. The Company and Parent will furnish, including providing copies of all such documents and cause their affiliates to the furnish, to each other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Parent shall use, and shall cause each of their respective subsidiaries use its best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act Delaware Law (including holding a stockholders meeting and/or sending notice of merger and appraisal rights) and the Exchange Act, federal securities laws and the rules and regulations thereunder, if any, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and (2C) any other applicable Law; provided that, OTE that Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings filing and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Parent shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Parent shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE the Company or TetriDyn Parent or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; , and (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act, and (2C) any other applicable Law; provided thatprovided, OTE that the Company and TetriDyn Parent shall cooperate with each other in connection with the making of all such filings, including including, if requested, by providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Target and TetriDyn Acquiror shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the transactions contemplated by this Agreement; Transactions as promptly as practicable, (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Acquiror or TetriDyn the Target or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions, including including, without limitation, the Merger; , and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) Delaware Law, (C) the HSR Act and any related governmental request thereunder, and (2D) any other applicable Lawlaw; provided that, OTE PROVIDED that Acquiror and TetriDyn the Target shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.suggested

Appropriate Action; Consents; Filings. (a) OTE The Company, Parent and TetriDyn the Purchaser shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by Parent or made by OTE or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act and any other applicable Antitrust Law), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including without limitation the Merger; , and (iii) as promptly as reasonably practicable, and in any event within five (5) Business Days after the date hereof or the expiration of any applicable legal deadline, whichever comes first, make all necessary filings, and thereafter make any other required submissions, respecting and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; Laws (to the extent such filings may reasonably be prepared and made during such period), (B) the HSR Act, (C) any other applicable Antitrust Law and (2D) any other applicable Law; provided that. The Company, OTE Parent and TetriDyn the Purchaser shall cooperate with furnish to each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Subject to the terms and TetriDyn conditions of this Agreement, the Company and Parent shall use, and shall cause each of their respective subsidiaries to use, all use commercially reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things reasonably necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Merger as promptly as practicable, (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including Offer and the Merger; , (iii) effect all registrations, filings, and transfers of Environmental Permits necessary for the operation of the Company's business as presently conducted in all material respects and required under Environmental Laws and (iv) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement Agreement, the Offer and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; Laws and (2B) any other applicable Law; provided that, OTE that Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested by the other party in connection therewith. OTE The Company and TetriDyn Parent shall furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE and TetriDyn shall use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: (i) Upon the terms and subject to the conditions set forth in this Agreement, the Parties shall use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable required under applicable Laws Governmental Requirements or otherwise to consummate and make effective the transactions Transactions contemplated by this Agreement as promptly as practicable, including (A) executing and delivering any additional instruments necessary, proper or advisable to consummate the Transactions contemplated by, and to carry out fully the purposes of, this Agreement; , (iiB) obtain obtaining from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, or orders Approvals required to be obtained or made by OTE Royal Gold or TetriDyn or any subsidiary Operator in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions Transactions contemplated hereby, including the Merger; by this Agreement and (iiiC) make making all necessary filings, and thereafter make making any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) the Securities Act and the Exchange Actunder any applicable Governmental Requirement; provided, and the rules and regulations thereunder, and any other applicable federal however that Royal Gold or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn Operator shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other non-filing Party and its advisers advisors prior to such filings and, if requested, shall accept filing and discussing all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE and TetriDyn Royal Gold or Operator shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law Governmental Requirement in connection with the transactions Transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE and TetriDyn shall use, and shall cause Each party agrees to reasonably cooperate with each of their respective subsidiaries to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from other in determining whether any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders filings are required to be obtained or made by OTE or TetriDyn or with any subsidiary Governmental Entity in connection with the authorization, execution, execution and delivery of this Agreement or any Ancillary Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) hereby and thereby and agrees to make all necessary filings, and thereafter make as promptly as practicable any other such filing that may be required submissions, respecting this Agreement and the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents respect to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this AgreementAgreement or any Ancillary Agreement under any applicable antitrust, competition, foreign investment or trade regulation Law, and to promptly supply any additional information or documentary material that may be requested by any Governmental Entity; provided, however, notwithstanding anything to the contrary contained herein, the Company and the Parent Parties agree any filings, information or documentation relating to any divestiture obligations set forth in Section 6.9(c) shall be solely the obligations of the Parent Parties; provided, further, however, that the immediately preceding proviso shall not apply to the Company's obligations in Section 6.9(h) or any information or document request from any Governmental Entity directed to the Company or any Company Subsidiary in respect of any Company Station to be divested with respect to any information or documentation in the possession or control of the Company that has not been provided to Parent or that the Governmental Entity will not accept from Parent. Any filing fees payable by any party hereto to any Governmental Entity in connection with any required authorizations, consents, orders or approvals shall be borne one-half (1/2) by Parent and one-half (1/2) by the Company, in each case irrespective of whether the transactions are consummated.

Appropriate Action; Consents; Filings. (a) OTE The Seller and TetriDyn the Company shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws or otherwise Law to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state and local) governmental and regulatory rulings and approvals and parties to be obtained or made by OTE or TetriDyn or any subsidiary contracts) required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby, including the Merger; (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) applicable federal or state banking laws and (2C) any other applicable Law; provided that, OTE the Company and TetriDyn the Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Seller and TetriDyn the Company shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn the Parent shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate actionactions, and to do, or to cause to be done, all things that, in either case, are necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, Authorizations or orders Orders required to be obtained by the Parent or made by OTE or TetriDyn the Company or any subsidiary of their Subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act (in the case of the Parent) and the Exchange Act, Act and the rules and regulations Regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided that, OTE . The Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn the Parent shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement, the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn the Acquiror shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate actionactions, and to do, or to cause to be done, all things that, in either case, are necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Plan, (ii) to obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, Authorizations or orders Orders required to be obtained or made by OTE the Acquiror or TetriDyn the Company or any subsidiary of their Subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement Plan and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement Plan and the Merger required under: under (1A) the Securities Act (in the case of Acquiror) and the Exchange Act, Act and the rules and regulations Regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided that, OTE . The Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn the Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Company Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this AgreementPlan.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Parent shall use, and shall cause each of their respective subsidiaries to use, all use commercially reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the Share Exchange, the Merger and the other transactions contemplated by this Agreementhereby as promptly as practicable; (ii) obtain in a timely manner from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the Share Exchange, the Merger and the other transactions contemplated hereby, including the Merger; and (iii) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and Agreement, the Share Exchange, the Merger or the other transactions contemplated hereby that are required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and any related governmental request thereunder, and (2C) any other applicable Law; provided that, OTE that Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law (including all information required to be included in any SEC Transaction Filing) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Parent and TetriDyn the Company shall use, and shall cause each of use their respective subsidiaries to use, all commercially reasonable efforts to: to (iA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , and (iiiC) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1x) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (y) the HSR Act, and (2z) any other applicable Law; provided thatprovided, OTE that Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including including, if requested, by providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith; provided, that nothing in this Section 5.5(a) shall require the expenditure of money by the Company or Parent to a third party in exchange for any such consent (other than nominal filing or processing fees). OTE Parent and TetriDyn the Company shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Seller and TetriDyn MDEX shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by OTE the Seller or TetriDyn or any subsidiary MDEX in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; Acquisition, (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger Acquisition, required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , and (2B) any other applicable Law; provided that, OTE that the Seller and TetriDyn MDEX shall cooperate with each other in connection with the making of all such filingsfilings and submissions. Each of the Seller and MDEX, including providing copies of all such documents upon request, shall furnish to the other Party and to any Governmental Entity all information concerning itself and its advisers prior to subsidiaries, directors, officers and stockholders and such filings andother matters as may be reasonably necessary, if requested, shall accept all reasonable additions, deletions, advisable or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing or submission to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Parent shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , and (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; Laws and (2B) any other applicable Law; provided that, OTE and TetriDyn the Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith; provided, that nothing in this Section 6.7(a) shall require Parent to agree to (i) the imposition of conditions, (ii) the requirement of divestiture of assets or property or (iii) the requirement of expenditure of money by Parent or the Company to a third party in exchange for any such consent. OTE The Company and TetriDyn Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Parent shall use, and shall cause each of use their respective subsidiaries to use, all commercially reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreementhereby as promptly as practicable; (ii) obtain in a timely manner from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their respective subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, including the Merger; and (iii) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and Agreement, the Merger or the other transactions contemplated hereby that are required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and any related governmental request(s) thereunder, and (2C) any other applicable Law; provided that, OTE that Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Each of the Company and TetriDyn Parent shall furnish to each other all information required from it for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Company Proxy Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company, Acquiror and TetriDyn Acquiror Sub shall use, and shall cause each of use their respective subsidiaries best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the transactions contemplated by this Agreement; Transactions as promptly as practicable, (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Acquiror or TetriDyn the Company or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions, including including, without limitation, the Merger; , and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Exchange Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (B) Virginia Law, (C) the HSR Act and any related governmental request thereunder, and (2D) any other applicable Law; provided that, OTE that Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Acquiror shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn HUWX shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by OTE the Company or TetriDyn or any subsidiary HUWX in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; Acquisition, (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger Acquisition, required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , and (2B) any other applicable Law; provided that, OTE that the Company and TetriDyn HUWX shall cooperate with each other in connection with the making of all such filingsfilings and submissions. Each of the Company and HUWX, including providing copies of all such documents upon request, shall furnish to the other Party and to any Governmental Entity all information concerning itself and its advisers prior to subsidiaries, directors, officers and stockholders and such filings andother matters as may be reasonably necessary, if requested, shall accept all reasonable additions, deletions, advisable or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing or submission to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Parent shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE the Company or TetriDyn Parent or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity, in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; , and (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) under the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; Laws and (2) any other applicable Law; provided thatprovided, OTE that the Company and TetriDyn Parent shall cooperate with each other in connection with the making of all such filings, including including, if requested, by providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Parent and TetriDyn the Company shall use, and shall cause each of use their respective subsidiaries to use, all commercially reasonable efforts to: to (iA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; , and (iiiC) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger transactions contemplated hereby, including the Merger, required under: under (1x) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , and (2y) any other applicable Law; provided thatprovided, OTE that Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including including, if requested by providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE and TetriDyn ; provided, further, that nothing in this Section 5.7(a) shall furnish all information required require the expenditure of money by the Company or Parent to a third party in exchange for any application such consent (other than nominal filing or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreementprocessing fees).

Appropriate Action; Consents; Filings. (a) OTE Seller and TetriDyn MRG shall use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities governmental entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE MRG or TetriDyn or any subsidiary Seller in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, and (2B) any other applicable Lawfederal or state law; provided that, OTE that MRG and TetriDyn Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Seller and TetriDyn MRG shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Acquiror shall each use, and shall cause each of their respective subsidiaries to use, and each of the Shareholders shall use all reasonable efforts to: promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn the Company, Acquiror or any subsidiary of the Shareholders, respectively, or any of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and (2C) any other applicable Law; provided that, OTE that Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings filing and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Upon the terms and TetriDyn subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and Acquiror shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Merger Agreement as promptly as practicable, including (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Merger Agreement; , (ii) obtain obtaining from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders Licenses required to be obtained or made by OTE Acquiror, Merger Sub or TetriDyn the Company or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Merger Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , and (iii) make making all necessary filings, and thereafter make making any other required submissions, respecting with respect to this Merger Agreement and the Merger required under: under (1A) the Securities Act and Act, the Exchange Act, and the rules and regulations thereunder, Act and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided provided, that, OTE Acquiror, Merger Sub and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents Documents to the other Party non-filing party and its advisers advisors prior to such filings and, if requested, shall accept filing and discussing all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Acquiror shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Merger Agreement.

Appropriate Action; Consents; Filings. (a) OTE LVGI and TetriDyn KETOSPORTS shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by OTE or TetriDyn or any subsidiary LVGI and KETOSPORTS in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger transactions contemplated herein, required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and laws, und (2B) any other applicable Lawlaw; provided that, OTE that LVGI and TetriDyn KETOSPORTS shall cooperate with each other in connection with the making of all such filingsfilings and submissions. Each of LVGI and KETOSPORTS, including providing copies of all such documents upon request, shall furnish to the other Party others and to any Governmental Entity all information concerning itself and its advisers prior to subsidiaries, directors, officers and stockholders and such filings andother matters as may be reasonably necessary, if requested, shall accept all reasonable additions, deletions, advisable or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing or submission to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. The Company, Twin and the Purchaser shall each use its reasonable best efforts promptly (a) OTE and TetriDyn shall use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions Transactions as contemplated by this Agreement; Agreement and the Shareholder Agreement in an expeditious manner, (iib) to obtain from any Governmental Entities Authority any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by the Company, Twin or made by OTE or TetriDyn or any subsidiary the Purchaser, respectively, in connection with the authorization, execution, delivery and delivery performance of this Agreement and Agreement, the consummation of the transactions Transactions contemplated hereby, including and the Merger; Shareholder Agreement, (iiic) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and Agreement, the Merger required under: (1) the Securities Act and the Exchange ActTransactions, and the rules and regulations thereunder, Shareholder Agreement and any other applicable federal transactions contemplated hereby or state securities Laws; and (2) thereby required under any other applicable Law; provided thatthat the Company, OTE Twin and TetriDyn the Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party . The Company and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn Twin shall furnish all information required reasonably requested by the Purchaser for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement, and the Shareholder Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Sellers, Central Utah and TetriDyn the Purchaser shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws or otherwise Law to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn or any subsidiary under Law required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby, including the Merger; and (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger transactions contemplated herein required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and under any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE that the Purchaser and TetriDyn Sellers and Central Utah shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Sellers, Central Utah and TetriDyn the Purchaser shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. In case at any time after the Closing Time any further action is necessary or desirable to carry out the purposes of this Agreement, each party to this Agreement shall use all reasonable efforts to take all such necessary action.

Appropriate Action; Consents; Filings. (a) OTE Subject to the terms and TetriDyn conditions herein provided, SDI and EnSys shall use, and shall cause each of their respective subsidiaries to use, use all reasonable best efforts to: to (i) take, or cause to be taken, all appropriate action, and do, do or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, licenses or orders required to be obtained by EnSys or made by OTE or TetriDyn SDI or any subsidiary of their respective Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, including including, without limitation, the Merger; , and (iii) make all necessary filings, notifications and filings and thereafter make any other required submissions, respecting submissions with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws or the rules or regulations thereunder, and (2B) any other applicable Lawlaw; provided that, OTE that EnSys and TetriDyn SDI shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party . SDI and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn EnSys shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Acquisition Co. shall use, and shall cause each of use their respective subsidiaries best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the transactions contemplated by this Agreement; Merger as promptly as practicable, (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Acquisition Co. or TetriDyn the Company or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyMerger, including the Merger; and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , and (2B) any other applicable Law; provided that, OTE that Acquisition Co. and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Acquisition Co. shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Transaction Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE QRI and TetriDyn the Company and its subsidiaries shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn the Company or any subsidiary of its subsidiaries or QRI, respectively, in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; , and (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act, and (2C) any other applicable Law; provided that, OTE and TetriDyn QRI and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings filing and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn QRI shall furnish all information required for any application or other filing to be made pursuant to the rules 49 and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE and TetriDyn The parties hereto shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities Body any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn or any subsidiary in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions transactions, contemplated herebyherein, including the Merger; and (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Actof 1933, as amended, and the rules and regulations thereunderSecurities Exchange Act of 1934, as amended, and any other applicable federal U.S. federal, provincial or state securities Laws; laws, (B) the HSR Act and shall share equally all filing fees required in connection with the HSR Act filing, and (2C) any other applicable Lawlaw; provided thatprovided, OTE and TetriDyn however, that the parties shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE and TetriDyn The parties shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement. Purchaser and S&S agree diligently to prepare and file all information requested or required.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn shall use, and shall cause each of Parent will use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain obtain, or cause their affiliates to obtain, from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by Parent or made by OTE or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including without limitation the Merger; Offer and the Merger and (iii) make as promptly as reasonably practicable, and in any event within three Business Days after the date hereof, make, or cause their affiliates to make, all necessary filings, and thereafter make any other required submissions, respecting and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided thatprovided, OTE that the Company and TetriDyn shall Parent will cooperate with each other in connection with (x) preparing and filing the Information Statement, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer and the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings. The Company and Parent will furnish, including providing copies of all such documents and cause their affiliates to the furnish, to each other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.. 50

Appropriate Action; Consents; Filings. (a) OTE Company, the Shareholders and TetriDyn IB3 shall use, and shall cause each of their respective subsidiaries to use, all use commercially reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE IB3 or TetriDyn or any subsidiary by Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; by this Agreement and (iii) make all necessary notifications and filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and under any other applicable federal or state securities Laws; and (2) any other applicable Law; , provided that, OTE that IB3 and TetriDyn Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Company and TetriDyn IB3 shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Upon the terms and TetriDyn subject to the conditions of this Agreement, the parties shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, or orders Consents required to be obtained or made by OTE or TetriDyn any party or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Authority (including those in connection with any applicable Competition Law), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including without limitation the Merger; Merger and (iii) as promptly as reasonably practicable, and in any event within ten (10) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, respecting and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and (2C) any other applicable Competition Law; provided thatprovided, OTE and TetriDyn that the parties shall cooperate fully with each other in connection with (y) determining whether any action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn The parties shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company, Purchaser and TetriDyn Seller shall use, and Seller shall cause the Company and each of their respective subsidiaries its subsidiaries, if any, to use, all reasonable efforts to: to (ia) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by OTE or TetriDyn or any subsidiary in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iiib) make all necessary filings, and thereafter make any other required submissions, respecting this Agreement and the Merger required under: under (1i) the Securities Act of 1933, as amended (“Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, and (2ii) any other applicable Lawlaw; provided that, OTE and TetriDyn Purchaser and Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE Purchaser and TetriDyn Seller shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE NFD and TetriDyn Stake shall use, and shall cause each of use their respective subsidiaries best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or required to be taken by any Governmental Entity or otherwise to consummate the Merger and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE NFD or TetriDyn Stake or any subsidiary of their respective subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; , and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and Act, the Exchange Act, and the rules and regulations thereunder, Act and any other applicable federal or state securities Laws; laws, and (2B) any other applicable Lawlaw; provided that, OTE that Stake and TetriDyn NFD shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other non-filing Party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE NFD and TetriDyn Stake shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn the Acquiror shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate action, and to do, or to cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, Permits or orders Orders required to be obtained or made by OTE the Acquiror or TetriDyn the Company or any subsidiary of their Subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act (in the case of Acquiror) and the Exchange Act, Act and the rules and regulations Regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided that, OTE . The Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn the Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law or any applicable Regulations of any Governmental Authority in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a8.1(a) OTE The Company, Parent and TetriDyn Merger Sub shall use, and shall cause each of their respective subsidiaries to use, all use its commercially reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders Orders required to be obtained or made by OTE Parent, Merger Sub, the Voting Stockholders, or TetriDyn or any subsidiary the Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, federal securities laws and the rules and regulations thereunder, if any, and any other applicable federal or state securities Laws; laws, and (2B) any other applicable Law; provided thatthat Parent, OTE Merger Sub and TetriDyn the Company shall cooperate with provide reasonable cooperation to each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company, the Voting Stockholders, Parent and TetriDyn Merger Sub shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Aradyme and TetriDyn Albion shall use, use and shall cause each of their respective subsidiaries subsidiaries, if any, to use, all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities governmental entities any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by OTE Aradyme or TetriDyn Albion or any subsidiary in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; , (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, and (2) any other applicable Lawlaw; provided that, OTE Aradyme and TetriDyn Albion shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the each other Party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE Aradyme and TetriDyn Albion shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn shall use, and shall cause the Acquiror will each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate action, and to do, or to cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, Permits or orders Orders required to be obtained by the Acquiror or made by OTE or TetriDyn the Company or any subsidiary of their Subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act, and (2C) any other applicable Law; provided that, OTE that the Acquiror and TetriDyn shall the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall will accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn shall the Acquiror will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE CYL and TetriDyn GHS shall use, and shall cause each of use their respective subsidiaries to use, all reasonable best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE GHS or TetriDyn CYL or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; Exchange, (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger Exchange (including the USN Spin-off required under: by Section 7.3(c)) required under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the Xxxx-Xxxxx-Xxxxxx Act ("HSR Act") and (2C) any other applicable Law; provided that, OTE PROVIDED that GHS and TetriDyn CYL shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE CYL and TetriDyn GHS shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE BSB and TetriDyn NBT shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws or otherwise law to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state and local) governmental and regulatory rulings and approvals and parties to be obtained or made by OTE or TetriDyn or any subsidiary contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated herebyhereby and thereby, including including, without limitation, the Merger; and (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations promulgated thereunder, and any other applicable federal or state securities Lawslaws; (B) any applicable federal or state banking laws (including, without limitation, filing a notice with the FRB with respect to approval of the Merger under the BHCA and the applicable regulations promulgated thereunder or a request for waiver of the jurisdiction of the FRB under the BHCA); and (2C) any other applicable Law; provided thatlaw (including, OTE and TetriDyn shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.without limitation,

Appropriate Action; Consents; Filings. (a) OTE and TetriDyn During the Pre-Closing Period, the parties shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, or orders Consents required to be obtained or made by OTE or TetriDyn any party or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Authority (including those in connection with any applicable Competition Law), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including without limitation the Merger; Merger and (iii) as promptly as reasonably practicable, and in any event within 10 Business Days after the date the Original Merger Agreement, make all necessary filings, and thereafter make any other required submissions, respecting and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and (2C) any other applicable Competition Law; provided thatprovided, OTE and TetriDyn that the parties shall cooperate fully with each other in connection with (y) determining whether any action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn The parties shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Worldlink and TetriDyn X.XXX shall use, and shall cause each of their respective subsidiaries to use, all reasonable use its best efforts to: (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by in this Agreement; , (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE X.XXX or TetriDyn Worldlink or any subsidiary of their Subsidiaries in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunderthereunder (in the case of X.XXX), and any other applicable federal or state securities Laws; laws and (2B) any other applicable Law; provided that, OTE . Worldlink and TetriDyn shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn X.XXX shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by in this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Each of NGM, GHC and TetriDyn GHAC shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the transactions contemplated by this Agreement; Transactions as promptly as practicable, (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE GHC or TetriDyn NGM or any subsidiary of their Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions, including including, without limitation, the Merger; , and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the rules and regulations of the NASD, (C) the New Jersey Business Corporation Act, (D) the Delaware General Corporation Law, and (2E) any other applicable Lawlaw; provided thatprovided, OTE however, that GHC and TetriDyn NGM shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other non-filing Party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE NGM and TetriDyn GHC shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Seller and TetriDyn the Company shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws or otherwise Law to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state and local) governmental and regulatory rulings and approvals and parties to be obtained or made by OTE or TetriDyn or any subsidiary contracts) required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby, including including, without limitation, the Merger; , (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and Agreement, the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the BHCA, the WBL and any other applicable federal or state banking laws and (2C) any other applicable Law; provided that, OTE the Company and TetriDyn Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Seller and TetriDyn the Company shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action.

Appropriate Action; Consents; Filings. (a) OTE MS Financial and TetriDyn Search shall use, and shall cause each of use their respective subsidiaries to use, all best reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the transactions contemplated by this Agreement; Transactions as promptly as practicable, (ii) obtain from any Governmental Entities Authority any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Search or TetriDyn MS Financial or any subsidiary of their Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions, including including, without limitation, the Merger; , and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissionssubmissions and responses to inquiries as promptly as possible, respecting with respect to this Agreement and the Merger required under: under or by (1A) the Securities Act and the Exchange Act, and any other applicable federal securities or Blue Sky Laws, (B) the rules and regulations thereunderof the NASD, (C) the Delaware Statutes, (D) HSR and the Federal Trade Commission and the Antitrust Division of the Department of Justice, and any other applicable federal or state securities Laws; and (2E) any other applicable LawLaw or Governmental Authority; provided thatprovided, OTE that Search and TetriDyn MS Financial shall cooperate with each other in connection with the making of all such filingsfilings and responses, including providing copies of all such documents to the other Party non- filing party and its advisers advisors prior to such filings filing or responding to inquiries and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE MS Financial and TetriDyn Search shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this AgreementTransactions.

Appropriate Action; Consents; Filings. (a) OTE Earful and TetriDyn -------------------------------------- AANP shall use, and shall cause each of their respective subsidiaries use its best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by in this Agreement; , (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE AANP or TetriDyn Earful or any subsidiary of their subsidiaries in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunderthereunder (in the case of AANP), and any other applicable federal or state securities Laws; laws and (2B) any other applicable Law; provided that, OTE . Earful and TetriDyn shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn AANP shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by in this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Subject to Section 5.5 of this Agreement, Parent and TetriDyn the Company shall use, and shall cause each of use their respective subsidiaries to use, all commercially reasonable efforts to: to (iA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity, in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , and (iiiC) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1x) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , and (2y) any other applicable Law; provided thatprovided, OTE that Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including including, if requested, by providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith; provided, that nothing in this Section 5.6(a) shall require the expenditure of money by the Company or Parent to a third party in exchange for any such consent (other than nominal filing or processing fees). OTE Parent and TetriDyn the Company shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Xxxxx and TetriDyn Carpatsky shall each use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Carpatsky or TetriDyn Xxxxx or any subsidiary of its subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Continuance, the Exchange and the Merger; , (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement Agreement, the Continuance, the Exchange and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, and (2B) any other applicable Law; provided that, OTE that Carpatsky and TetriDyn Xxxxx shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Xxxxx and TetriDyn Carpatsky shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Form S-4) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Sellers, Central Telcom and TetriDyn the Purchaser shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws or otherwise Law to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn or any subsidiary under Law required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby, including the Merger; and (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger transactions contemplated herein required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and under any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE that the Purchaser and TetriDyn Sellers and Central Telcom shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Sellers, Central Telcom and TetriDyn the Purchaser shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. In case at any time after the Closing Time any further action is necessary or desirable to carry out the purposes of this Agreement, each party to this Agreement shall use all reasonable efforts to take all such necessary action.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn the Acquiror shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate actionactions, and to do, or to cause to be done, all things that, in either case, are necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, Authorizations or orders Orders required to be obtained by the Acquiror and its Subsidiaries or made by OTE or TetriDyn or any subsidiary the Company in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act (in the case of the Acquiror) and the Exchange Act, Act and the rules and regulations thereunder, Regulations thereunder and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided that, OTE . The Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn the Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Seller and TetriDyn the Company shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws or otherwise Law to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn or any subsidiary under Law required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby, including the Merger; and (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and under any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE the Company and TetriDyn the Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Seller and TetriDyn the Company shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action.

Appropriate Action; Consents; Filings. (a) OTE The Company, Hanger and TetriDyn Buyer shall use, and shall cause each of their respective subsidiaries to use, all reasonable use its best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Hanger, Buyer or TetriDyn or any subsidiary the Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the MergerPurchase; (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger liquidation of the Company into the Buyer as of the Closing Date or immediately following the Closing Date required under: (1) under the Securities Act and the Exchange Act, federal securities laws and the rules and regulations thereunder, if any, and any other applicable federal or state securities Laws; laws, and (2B) any other applicable Law; provided thatthat Hanger, OTE Buyer and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company, Hanger and TetriDyn Buyer shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Superior and TetriDyn Xxxxxx shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate actionactions, and to do, or to cause to be done, all things that, in either case, are necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities governmental authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by Xxxxxx or made by OTE or TetriDyn Superior or any subsidiary of their respective subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act (in the case of Xxxxxx) and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and (2C) any other applicable Law; provided that, OTE law. Xxxxxx and TetriDyn Superior shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Superior and TetriDyn Xxxxxx shall furnish all information required for any application or other filing to be made pursuant to the rules and any applicable law or any applicable regulations of any applicable Law governmental authority (including all information required to be included in the Joint Proxy Statement, the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn MBI shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by OTE the Company or TetriDyn or any subsidiary MBI in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; , (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger Merger, required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , and (2B) any other applicable Law; provided that, OTE that the Company and TetriDyn MBI shall cooperate with each other in connection with the making of all such filingsfilings and submissions. Each of the Company and MBI, including providing copies of all such documents upon request, shall furnish to the other Party and to any Governmental Entity all information concerning itself and its advisers prior to subsidiaries, directors, officers and stockholders and such filings andother matters as may be reasonably necessary, if requested, shall accept all reasonable additions, deletions, advisable or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing or submission to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Company, the Shareholders and TetriDyn AKC shall use, and shall cause each of their respective subsidiaries to use, all use commercially reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE AKC or TetriDyn or any subsidiary by Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; by this Agreement and (iii) make all necessary notifications and filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and under any other applicable federal or state securities Laws; and (2) any other applicable Law; , provided that, OTE that AKC and TetriDyn Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Company and TetriDyn AKC shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Upon the terms and TetriDyn subject to the conditions set forth in this Merger Agreement, the Company, XxXxxx and Pubco shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Merger Agreement as promptly as practicable, including (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Merger Agreement; , (ii) obtain obtaining from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders Licenses required to be obtained or made by OTE XxXxxx, Pubco or TetriDyn the Company or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Merger Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , and (iii) make making all necessary filings, and thereafter make making any other required submissions, respecting with respect to this Merger Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided thatthat XxXxxx, OTE Pubco and TetriDyn -------- the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents Documents to the other Party non-filing party and its advisers advisors prior to such filings and, if requested, shall accept filing and discussing all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company, XxXxxx and TetriDyn Pubco shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Merger Agreement.

Appropriate Action; Consents; Filings. (a) OTE Company, the Members and TetriDyn LAN shall use, and shall cause each of their respective subsidiaries to use, all use commercially reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE LAN or TetriDyn or any subsidiary by Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; by this Agreement and (iii) make all necessary notifications and filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and under any other applicable federal or state securities Laws; and (2) any other applicable Law; , provided that, OTE that LAN and TetriDyn Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Company and TetriDyn LAN shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE a)The Company, the Shareholders and TetriDyn shall use, and shall cause Buyer will each of their respective subsidiaries to use, all use commercially reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Buyer, the Shareholders or TetriDyn or any subsidiary the Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Mergerherein; (iii) if requested by Buyer, make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and as of the Merger Closing Date or immediately following the Closing Date required under: under (1a) the Securities Act and the Exchange Act, federal securities laws and the rules and regulations thereunder, if any, and any other applicable federal or state securities Laws; laws, and (2b) any other applicable Law; provided that, OTE that Buyer and TetriDyn shall the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company, the Shareholders and TetriDyn shall Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Acquiror Companies shall each use, and shall cause each of their respective subsidiaries to use, and each of the Stockholders shall use all reasonable efforts to: promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn the Company, Acquiror Companies or any subsidiary of the Stockholders, respectively, or any of the Company's or Acquiror's Companies respective subsidiaries, in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger Exchange required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws and (2B) any other applicable Law; provided that, OTE that Acquiror Companies and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings filing and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.The Company and

Appropriate Action; Consents; Filings. (a) OTE The Company, Parent and TetriDyn Buyer shall use, and shall cause each of their respective subsidiaries to use, all reasonable use its best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent, Buyer or TetriDyn or any subsidiary the Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the MergerPurchase; (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger liquidation of the Company into the Buyer as of the Closing Date or immediately following the Closing Date required under: (1) under the Securities Act and the Exchange Act, federal securities laws and the rules and regulations thereunder, if any, and any other applicable federal or state securities Laws; laws, and (2B) any other applicable Law; provided thatthat Parent, OTE Buyer and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company, Parent and TetriDyn Buyer shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Upon the terms and TetriDyn shall usesubject to the conditions set forth in this Agreement, and shall cause each of their respective subsidiaries the parties agrees to use, all use its commercially reasonable efforts to: (i) to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, proper or advisable under applicable Laws or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable; (ii) the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain from all necessary actions, consents, approvals or waivers from, or to avoid an action or proceeding by, any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by OTE or TetriDyn or any subsidiary in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) make all necessary filings, Entity and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger Mergers required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and under any other applicable federal or state securities LawsLaw; and (2iii) any other applicable Law; provided that, OTE and TetriDyn shall cooperate with each other in connection with the making obtaining of all such filingsnecessary consents, including providing copies approvals or waivers from third parties. Nothing in this Agreement shall be deemed to require Parent or any of all such documents its Subsidiaries to (with respect to Parent or any its Subsidiaries or with respect to any of the other Party and Selling Entities) commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested business in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreementa specified manner.

Appropriate Action; Consents; Filings. (a) OTE The Company, the Stockholders and TetriDyn Acquiror shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Acquiror or TetriDyn the Company or any subsidiary of their respective Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyin this Agreement, including including, without limitation, the Merger; , and (iii) make all necessary notifications and filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) the Securities Act under applicable Health Benefit Laws and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Acquiror shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn the Acquiror shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate actionactions, and to do, or to cause to be done, all things that, in either case, are necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, Authorizations or orders Orders required to be obtained by the Acquiror or made by OTE or TetriDyn the Company or any subsidiary of their Subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act (in the case of the Acquiror) and the Exchange Act, Act and the rules and regulations thereunder, Regulations thereunder and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided that, OTE . The Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn the Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE NOW, Parent and TetriDyn Subsidiary shall use, and shall cause each of use their respective subsidiaries best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or required to be taken by any Governmental Entity or otherwise to consummate and make effective the transactions contemplated by this Agreement; Merger as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE NOW, Parent or TetriDyn or any subsidiary Subsidiary in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyMerger, including the Merger; and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and under any other applicable federal or state securities Laws; and (2) any other applicable Lawlaw; provided that, OTE that NOW and TetriDyn Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE NOW and TetriDyn Parent shall use reasonable best efforts to furnish to the other party all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by Merger and this Agreement.

Appropriate Action; Consents; Filings. The Company and the Purchaser shall each use its reasonable best efforts promptly (a) OTE and TetriDyn shall use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement in an expeditious manner, (iib) to obtain from any Governmental Entities Authority any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by the Company or made by OTE or TetriDyn or any subsidiary the Purchaser, respectively, in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions Transactions contemplated hereby, including the Merger; (iiic) to make all necessary filingsfilings (including filings under the HSR Act), and thereafter make any other required submissionssubmissions (including any responses to requests for additional information under the HSR Act), respecting with respect to this Agreement and Agreement, the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, Acquisition and any other applicable federal or state securities Laws; and (2) transactions contemplated hereby required under any other applicable Law; provided that, OTE PROVIDED that the Company and TetriDyn the Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn The Company shall furnish all information required reasonably requested by the Purchaser for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Each of MBS and TetriDyn MBS Sub, on the one hand, and Imagine and Imagine Sub, on the other hand, shall use, and shall cause each of their respective subsidiaries Subsidiaries to use, all reasonable efforts to: promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Legal Requirements or otherwise to consummate and make effective the transactions contemplated by this Agreement; Transaction, (ii) to obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations, Consents or orders Governmental Authorizations required to be obtained by any of MBS, MBS Sub, NFPM, Imagine, or made by OTE or TetriDyn or any subsidiary Imagine Sub, in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated herebyTransaction, including the Merger; (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, and (2B) any other applicable LawLegal Requirement; provided thatthat MBS and MBS Sub, OTE on the one hand, and TetriDyn Imagine and Imagine Sub, on the other hand, shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings filing and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE and TetriDyn Each of the parties shall promptly furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law Legal Requirements in connection with the transactions contemplated by this AgreementTransaction.

Appropriate Action; Consents; Filings. (a) OTE Subject to the terms of this Agreement (including Section 5.6(b)), the Company and TetriDyn shall use, and shall cause each of Parent will use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all those things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, and (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by Parent or made by OTE or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) make all necessary filings, and thereafter make any other required submissions, respecting this Agreement and the Merger required under: (1) the Securities HSR Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Competition Laws); provided, however, that the Company and (2) any other applicable Law; provided that, OTE and TetriDyn shall Parent will cooperate with each other in connection with (A) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Mergers and (B) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of . The Company and Parent will furnish to each other all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, information reasonably required or changes suggested requested in connection therewith. OTE and TetriDyn shall furnish all information required for with any application or other filing to be made pursuant to under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. The Company and Parent will use their respective reasonable best efforts to give (or will cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third-party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement or (ii) required to be disclosed in Section 3.5 of the Company Disclosure Schedule.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Acquiror shall each use, and shall cause each of their respective subsidiaries to use, and the Stockholder shall use all reasonable efforts to: promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by the Company, Acquiror or made by OTE or TetriDyn Andrxxx, xxspectively, or any subsidiary of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and (2C) any other applicable Law; provided that, OTE that Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings filing and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.all

Appropriate Action; Consents; Filings. (a) OTE Subject to the terms and TetriDyn conditions herein provided, Seller and Purchaser shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, do or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any all Governmental Entities any all consents, licenses, permits, waivers, approvals, authorizations, licenses or orders required to be obtained by Purchaser or made by OTE or TetriDyn Seller or any subsidiary of their respective Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, including including, without limitation, the Merger; Asset Sale, and (iii) make all necessary filings, notifications and filings and thereafter make any other required submissions, respecting submissions with respect to this Agreement and the Merger Asset Sale required under: under (1A) the Securities Exchange Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and (2C) any other applicable Lawlaw; provided that, OTE that Purchaser and TetriDyn Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party . Seller and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn Purchaser shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE LVGI and TetriDyn ROKIN shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by OTE or TetriDyn or any subsidiary LVGI and ROKIN in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger transactions contemplated herein, required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and laws, und (2B) any other applicable Lawlaw; provided that, OTE that LVGI and TetriDyn ROKIN shall cooperate with each other in connection with the making of all such filingsfilings and submissions. Each of LVGI and ROKIN, including providing copies of all such documents upon request, shall furnish to the other Party others and to any Governmental Entity all information concerning itself and its advisers prior to subsidiaries, directors, officers and stockholders and such filings andother matters as may be reasonably necessary, if requested, shall accept all reasonable additions, deletions, advisable or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing or submission to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Xxxxx and TetriDyn Carpatsky shall each use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Carpatsky or TetriDyn Xxxxx or any subsidiary of its subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Redomestication, the Exchange and the Merger; , (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement Agreement, the Redomestication, the Exchange and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, and (2B) any other applicable Law; provided that, OTE that Carpatsky and TetriDyn Xxxxx shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Xxxxx and TetriDyn Carpatsky shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Form S-4) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn the Acquiror shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate action, and to do, or to cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, Permits or orders Orders required to be obtained or made by OTE the Acquiror or TetriDyn the Company or any subsidiary of their Subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act (in the case of Acquiror) and the Exchange Act, Act and the rules and regulations Regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided that, OTE . The Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE In addition to the information required to be included in the Financing Registration Statement and TetriDyn the Prospectus, the Company and the Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law or any applicable Regulations of any Governmental Authority in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn shall use, and shall cause each of Parent will use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain obtain, or cause their affiliates to obtain, from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by Parent or made by OTE or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including without limitation the Merger; Offer and the Merger and (iii) make as promptly as reasonably practicable, and in any event within three (1) Business Days after the date hereof, make, or cause their affiliates to make, all necessary filings, and thereafter make any other required submissions, respecting and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided thatprovided, OTE that the Company and TetriDyn shall Parent will cooperate with each other in connection with (x) preparing and filing the making of all such filingsInformation Statement, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions(y) determining whether any action by or in respect of, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for filing with, any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.Governmental

Appropriate Action; Consents; Filings. (a) OTE The Target and TetriDyn Acquiror shall use, and shall cause each of use their respective subsidiaries best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the transactions contemplated by this Agreement; Transactions as promptly as practicable, (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Acquiror or TetriDyn the Target or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions, including including, without limitation, the Merger; , and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the rules and regulations of the NYSE, (C) Texas Law, (D) the HSR Act and any related governmental request thereunder, and (2E) any other applicable Lawlaw; provided that, OTE that Acquiror and TetriDyn the Target shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Target and TetriDyn Acquiror shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law (including all information required to be included in the Offer Documents and the Schedule 14D-9) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Upon the terms and TetriDyn subject to the conditions set forth in this Agreement, the Company and Acquiror shall use, and shall cause each of use their respective subsidiaries reasonable commercial efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Agreement; , (ii) obtain obtaining from any Governmental Government Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders material Licenses required to be obtained or made by OTE Acquiror or TetriDyn the Company or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , and (iii) make making all necessary filings, and thereafter make making any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and Act, the Exchange Act, and the rules and regulations thereunder, Act and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided that, OTE that Acquiror and TetriDyn the Company shall cooperate with each -------- other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings and, if requested, shall accept filing and discussing all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Acquiror shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE and TetriDyn shall useSubject to Section 6.6, and shall cause each of the parties hereto will use their respective subsidiaries to use, all reasonable best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders required hereby and to cause the conditions to the Offer and the Merger set forth in Annex I and Article VII to be obtained satisfied, including (i) the obtaining of all necessary actions or made by OTE nonactions, consents and approvals from Governmental Authorities or TetriDyn or any subsidiary other persons necessary in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, including the Offer and the Merger and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Offer and the Merger; , (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions including the Offer and the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Each of the parties hereto shall promptly (and in no event later than five (5) Business Days following the date that this Agreement is executed) make all necessary and not withdraw its respective filings, and thereafter make any other required submissions, respecting this Agreement and submissions under the Merger required under: (1) the Securities HSR Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents respect to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreementhereby, including the Offer, the Merger and the Top-Up Option.

Appropriate Action; Consents; Filings. (a) OTE Subject to the terms of this Agreement, the Company and TetriDyn shall use, and shall cause each of Parent will use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable and (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, confirmations, clearances, certificates, exemptions, registrations or orders required to be obtained by Parent or made by OTE or TetriDyn the Company or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including those in connection with the HSR Act), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including the Merger; . (iiib) In furtherance and not in limitation of Section 5.5(a), each party agrees to make all necessary any appropriate filings, and thereafter make any if necessary or advisable, pursuant to other required submissionsapplicable Competition Laws (other than pursuant to the HSR Act, respecting which filings were made prior to the date of this Agreement Agreement) with respect to the Merger as promptly as reasonably practicable. Each of Parent, Merger Sub and the Merger required under: Company will (1i) cooperate and coordinate with the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such any filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information submissions that are required for any application or other filing to be made pursuant to the rules and regulations of under any applicable Law in connection with the transactions contemplated by this Agreement.Laws or requested

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Acquiror shall each use, and shall cause each of their respective subsidiaries to use, and each of the Shareholders shall use, all reasonable efforts to: promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn the Company, Acquiror or any subsidiary of the Shareholders, respectively, or any of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and (2C) any other applicable Law; provided that, OTE that Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings filing and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. From and after the Execution Date, each of the Parties shall use its best efforts (within commercially reasonable limits) to (a) OTE and TetriDyn shall use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise otherwise, including but not limited to calling the Special Shareholders Meeting to obtain the Shareholder Approval approving the transactions contemplated hereby to satisfy the conditions to the Closing and to consummate and make effective the transactions contemplated by this Agreement; , (iib) obtain from any Governmental Entities or third parties any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn or any subsidiary Party in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; hereby and (iiic) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and required under any applicable United States federal, state, local or foreign law; provided, that the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn Parties shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing Parties and its advisers their respective advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Subject to the terms and TetriDyn conditions herein provided, the Company, Acquiror and Acquiror Sub shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, do or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, licenses or orders required to be obtained by Acquiror or made by OTE or TetriDyn or any subsidiary the Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, including including, without limitation, the Merger; , and (iii) make all necessary filings, notifications and filings and thereafter make any other required submissions, respecting submissions with respect to this Agreement and the Merger required under: under (1A) the Securities Exchange Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, and (2B) any other applicable Lawlaw; provided that, OTE that Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party . The Company and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn Acquiror shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Xxxxx and TetriDyn Key shall each use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Key or TetriDyn Xxxxx or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including including, without limitation, the Merger; , (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act (in the case of Key) and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, and (2B) any other applicable Law; provided that, OTE that Key and TetriDyn Xxxxx shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Xxxxx and TetriDyn Key shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Xxxxx Proxy Statement, the Key Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Purchaser and TetriDyn Sellers shall use, and shall cause each of use their respective subsidiaries to use, all commercially reasonable efforts to: to (iA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders respectively required to be obtained or made by OTE or TetriDyn Purchaser and Sellers or any subsidiary of their respective subsidiaries, or to avoid any action or proceeding by any Governmental Entity in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions, including the Merger; and (iiiC) make or assist the other parties hereto in making all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger Transactions required under: (1) the Securities Act and under the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Lawslaw; provided, however, that Purchaser and (2) any other applicable Law; provided that, OTE and TetriDyn Sellers shall cooperate with each other in connection with the making of all such filings, including providing copies copies, if requested, of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith, and to assist Purchaser in preparing a UFOC sufficient for the Purchaser's operation of the Business after the Effective Time. OTE The Purchaser and TetriDyn Sellers shall furnish furnish, upon written request, to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn the Parent shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate actionactions, and to do, or to cause to be done, all things that, in either case, are necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations, Authorizations or orders Orders required to be obtained by the Parent or made by OTE or TetriDyn the Company or any subsidiary of their Subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act (in the case of the AGREEMENT AND PLAN OF MERGER Parent) and the Exchange Act, Act and the rules and regulations Regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided that, OTE . The Parent and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn the Parent shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement, the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company, Parent and TetriDyn Merger Sub shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Applicable Law, including Antitrust Law, or otherwise to consummate and make effective the transactions contemplated by this Agreement; Transactions as promptly as practicable in accordance with the terms hereof, (ii) obtain from any Governmental Entities Authorities any material consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders Governmental Orders (including all material Company Licenses and Healthcare Permits) required to be obtained by Parent, Merger Sub or made by OTE or TetriDyn the Company, or any subsidiary of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions and (iii)(A) as promptly as reasonably practicable, including and in any event within ten (10) Business Days after the Merger; (iii) date hereof, make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and required under the Merger required under: (1) the Securities Act and the Exchange HSR Act, and (B) as promptly as reasonably practicable after the rules and regulations thereunderdate hereof, make all necessary filings, and thereafter make any other applicable federal or state securities Laws; and (2) required submissions, with respect to this Agreement required under any other applicable Applicable Law; provided that, OTE . The Company and TetriDyn Parent shall cooperate with furnish to each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Applicable Law in connection with the transactions contemplated by this AgreementTransactions.

Appropriate Action; Consents; Filings. (a) OTE Upon the terms and TetriDyn subject to the conditions set forth in this Agreement, the Parties shall use, and shall cause each of use their respective subsidiaries reasonable best efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including without limitation (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Agreement; , (ii) obtain obtaining from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders material Licenses required to be obtained or made by OTE Parent, or TetriDyn or any subsidiary Company, in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , and (iii) make making all necessary filings, and thereafter make making any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE that Parent and TetriDyn Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other non-filing Party and its advisers advisors prior to such filings and, if requested, shall accept filing and discussing all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Company and TetriDyn Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a8.1(a) OTE and TetriDyn shall useThe Company, Stockholders, and Buyer shall cause each of their respective subsidiaries to use, all reasonable use its best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Buyer, Stockholders, or TetriDyn or any subsidiary the Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the MergerPurchase; (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1a) the Securities Act and the Exchange Act, federal securities laws and the rules and regulations thereunder, if any, and any other applicable federal or state securities Laws; laws, and (2b) any other applicable Law; provided thatthat Buyer, OTE Stockholders and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party non-filing party and its advisers advisors prior to such filings filing and, if requested, shall accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company, Stockholders, and TetriDyn Buyer shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE and TetriDyn The parties hereto shall use, and shall cause each of use their respective subsidiaries to use, all reasonable commercial efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn or any subsidiary in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated contemplate hereby, including including, without limitation, the Merger; and (iii) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: (1) the Securities Act under any applicable Law and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn parties hereto shall cooperate with each other in connection with the making of all such filings. Each of Parent and Trident shall have the right to review in advance, including providing copies and to the extent practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information as advised by counsel, all such documents the information relating to the other Party parties and its advisers prior any of their respective subsidiaries or affiliates which are to such filings and, if requested, shall accept all reasonable additions, deletionsappear in any filing to be made with, or changes suggested written materials to be submitted to, any third party or any Governmental Entity in connection therewithwith the transactions contemplated by this Agreement. OTE Subject to applicable laws relating to the exchange of information as advised by counsel, Trident and TetriDyn Parent shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn shall use, and shall cause each of Parent will use their respective subsidiaries to use, all commercially reasonable efforts to: to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain obtain, or cause their Affiliates to obtain, from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained by Parent or made by OTE or TetriDyn the Company or any subsidiary of their respective Subsidiaries in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated herebyherein, including the Merger; Merger and (iii) make as promptly as reasonably practicable, and in any event within ten Business Days after the date hereof, make, or cause their Affiliates to make, all necessary filings, and thereafter make any other required submissions, respecting and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under: (1) under the Securities Act HSR Act. The Company and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn shall Parent will cooperate with each other in connection with (x) preparing and filing the Company Proxy Statement, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings. The Company and Parent will furnish, including providing copies of all such documents and cause their Affiliates to the furnish, to each other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Section 5.7.1 The Company and TetriDyn Parent shall use, and shall cause each of use their respective subsidiaries to use, all commercially reasonable efforts to: to (iA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (iiB) obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE Parent or TetriDyn the Company, or to avoid any subsidiary action or proceeding by any Governmental Entity, in connection with the authorization, execution, execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated herebyherein and therein, including including, without limitation, the Merger; , and (iiiC) make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and each Ancillary Agreement and the Merger required under: under (1x) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; Laws and (2y) any other applicable Law; provided that, OTE . The Company and TetriDyn Parent shall cooperate with furnish to each other in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement and each Ancillary Agreement.

Appropriate Action; Consents; Filings. (a) OTE Each Constituent Affiliate Owner and TetriDyn XXX shall use, and shall cause each of their respective subsidiaries use reasonable commercial efforts to use, all reasonable efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders Orders required to be obtained or made by OTE any Constituent or TetriDyn or any subsidiary XXX in connection with the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; Consolidation, (iii) make all necessary filings, and thereafter make any other required submissions, respecting this Agreement and the Merger Consolidation required under: under (1) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , and (2) any other applicable Law; provided that, OTE each Constituent Affiliate Owner and TetriDyn XXX shall cooperate with each other Party in connection with the making of all such filings, including providing copies of all such documents to the other each nonfiling Party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE Each Constituent Affiliate Owner and TetriDyn XXX shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Parent and TetriDyn the Company shall use, (and shall cause each of their respective subsidiaries affiliates to) use reasonable best efforts to use, all reasonable efforts to: (i) takepromptly obtain all actions or nonactions, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licensesclearances, permitsPermits (including Environmental Permits), waivers, approvals, authorizations, authorizations and Orders from Governmental Entities necessary or orders required to be obtained or made by OTE or TetriDyn or any subsidiary advisable in connection with the authorizationconsummation of the Transactions, execution, and delivery (ii) as promptly as practicable after the date of this Agreement Agreement, make all registrations, notifications and filings with any Governmental Entity necessary or advisable in connection with the consummation of the transactions contemplated herebyTransactions, including the Merger; filings required under Antitrust Laws, and promptly make any further submissions that are necessary or advisable, (iii) make all seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and (iv) execute and deliver any additional instruments necessary filingsor advisable to consummate the Transactions. Parent, the Company and thereafter their respective affiliates shall not be required to make any other required submissions, respecting concessions under this Agreement and Section 5.07 that are not conditioned upon the Merger required under: (1) Closing. Parent shall be responsible for the Securities Act and payment of all filing fees applicable to the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; and (2) any other applicable Law; provided that, OTE and TetriDyn shall cooperate with each other Transactions pursuant in connection with the making of all such filings, including providing copies of all such documents to the other Party and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn shall furnish all information required for any application or other filing to be made pursuant to the rules Antitrust Laws and regulations of any applicable Law in connection with the transactions contemplated by this Agreementforeign investment Laws.

Appropriate Action; Consents; Filings. (a) OTE Subject to the terms and TetriDyn conditions herein provided, the Company, Acquiror and Acquiror Sub shall use, and shall cause each of their respective subsidiaries to use, use all reasonable best efforts to: to (i) take, or cause to be taken, all appropriate action, and do, do or cause to be done, all things necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, licenses or orders required to be obtained by Acquiror or made by OTE or TetriDyn the Company or any subsidiary of their respective Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, including including, without limitation, the Merger; , and (iii) make all necessary filings, notifications and filings and thereafter make any other required submissions, respecting submissions with respect to this Agreement and the Merger required under: under (1A) any applicable rules or regulations under any securities exchange on which any securities of Acquiror are listed or the Securities Act and Act, the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws or the rules or regulations thereunder, and (2B) any other applicable Lawlaw; provided that, OTE that Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party . The Company and its advisers prior to such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. OTE and TetriDyn Acquiror shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Superior and TetriDyn shall use, and shall cause Parkxx xxxll each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or to cause to be taken, all appropriate actionactions, and to do, or to cause to be done, all things that, in either case, are necessary, proper, proper or advisable under applicable Laws law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities governmental authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn Parkxx xx Superior or any subsidiary of their respective subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; , (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect -29- 34 to this Agreement and the Merger required under: under (1A) the Securities Act (in the case of Parkxx) xxd the Exchange Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws, (B) the HSR Act and (2C) any other applicable Law; provided that, OTE and TetriDyn law. Parkxx xxx Superior shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE Superior and TetriDyn shall Parkxx xxxll furnish all information required for any application or other filing to be made pursuant to the rules and any applicable law or any applicable regulations of any applicable Law governmental authority (including all information required to be included in the Joint Proxy Statement, the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE The Company and TetriDyn Acquiror shall each use, and shall cause each of their respective subsidiaries to use, and each of the Shareholders shall use, all reasonable efforts to: promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by OTE or TetriDyn the Company, Acquiror or any subsidiary of the Shareholders, respectively, or any of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) to make all necessary filings, and thereafter make any other required submissions, respecting with respect to this Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, Act and the rules and regulations thereunder, and any other applicable federal or state securities Laws; laws and (2B) any other applicable Law; provided that, OTE that Acquiror and TetriDyn the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other Party nonfiling party and its advisers advisors prior to such filings filing and, if requested, shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company and TetriDyn Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) OTE Upon the terms and TetriDyn subject to the conditions set forth in this Merger Agreement, the Company, XxXxxx and Pubco shall use, and shall cause each of their respective subsidiaries to use, use all reasonable efforts to: (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Merger Agreement as promptly as practicable, including (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Merger Agreement; , (ii) obtain obtaining from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, or orders Licenses required to be obtained or made by OTE XxXxxx, Pubco or TetriDyn the Company or any subsidiary of their subsidiaries in connection with the authorization, execution, execution and delivery of this Merger Agreement and the consummation of the transactions contemplated herebyherein, including including, without limitation, the Merger; , and (iii) make making all necessary filings, and thereafter make making any other required submissions, respecting with respect to this Merger Agreement and the Merger required under: under (1A) the Securities Act and the Exchange Act, and the rules and regulations thereunder, and any other applicable federal or state securities Laws; , (B) the HSR Act and (2C) any other applicable Law; provided thatthat XxXxxx, OTE Pubco and TetriDyn the Company shall -------- cooperate with each other in connection with the making of all such filings, including providing copies of all such documents Documents to the other Party non-filing party and its advisers advisors prior to such filings and, if requested, shall accept filing and discussing all reasonable additions, deletions, deletions or changes suggested in connection therewith. OTE The Company, XxXxxx and TetriDyn Pubco shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Merger Agreement.