Common use of Compliance with the HSR Act Clause in Contracts

Compliance with the HSR Act. Under the HSR Act (including the rules and regulations that have been promulgated thereunder), certain transactions, including Merger Sub’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material (the “HSR Notification Form”) has been furnished to the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and expiration or termination of the waiting period under the HSR Act. Parent and the Company filed their respective HSR Notification Forms with the FTC and the Antitrust Division on August 30, 2024. Under the HSR Act, Xxxxxx Sub’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire at 11:59 p.m., Eastern time, on September 16, 2024. During the initial waiting period the FTC and the Antitrust Division can choose to shorten the waiting period by granting early termination or may extend the waiting period by issuing a Request for Additional Information or Documentary Material (a “Second Request”) to the parties. The agencies have, however, temporarily suspended granting early termination during the initial waiting period. Alternatively, to provide the FTC or the Antitrust Division with additional time to review the proposed acquisition, Parent, with the consent of the Company, may withdraw its HSR Notification Form prior to the expiration of the waiting period and refile, starting a new 15-day waiting period. If the FTC or the Antitrust Division issue Second Requests, the waiting period with respect to the Offer will be extended to 11:59 PM, Eastern time, on the 10th day after Merger Sub’s certification of substantial compliance with its Second Request. If the HSR Act waiting period expires or is terminated, completion of the Merger will not require an additional filing under the HSR Act so long as Parent owns 50% or more of the outstanding Shares within one year after the HSR Act waiting period applicable to the Transactions expired or was terminated. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Merger Sub (or, after completion of the Merger, Parent) to divest the Shares, or (iv) to require us or the Company to divest businesses or assets or seek other relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural relief or damages.

Compliance with the HSR Act. Under the HSR Act (including and the related rules and regulations that have been promulgated thereunderby the Federal Trade Commission (“FTC”), certain transactions, including Merger Sub’s purchase of Shares pursuant to the Offer, transactions may not be consummated until certain specified information and documentary material (which we refer to as the “HSR Premerger Notification Formand Report Forms”) has have been furnished to the FTC and the Antitrust Division of the DOJ United States Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Under the HSR Act, our purchase of Shares in the Offer may not be consummated until the expiration or termination of a 15 calendar day waiting period following the filing by Xxxxxxx, on behalf of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period under is earlier terminated by the HSR Act. Parent FTC and the Company filed their respective HSR Antitrust Division. Each of Luminex and Nanosphere will file a Premerger Notification Forms and Report Form with the FTC and the Antitrust Division on August 30, 2024. Under in connection with the HSR Act, Xxxxxx Sub’s purchase of Shares in the Shares pursuant Offer promptly after the commencement of the Offer and in sufficient time for the 15 calendar day waiting period to expire prior to the initial scheduled Expiration Date of the Offer. The required waiting period with respect to the Offer is subject to an initial waiting period that will expire in the ordinary course at 11:59 p.m., Eastern timeDaylight Time, on September 1615 days from the date of such filing, 2024. During the initial waiting period unless earlier terminated by the FTC and the Antitrust Division can choose or unless the FTC or the Antitrust Division issues a request for additional information and documentary material (which we refer to shorten the waiting period by granting early termination or may extend the waiting period by issuing a Request for Additional Information or Documentary Material (as a “Second Request”) prior to that time. If within the parties. The agencies have, however, temporarily suspended granting early termination during the initial 15 calendar day waiting period. Alternatively, to provide period either the FTC or the Antitrust Division with additional time to review the proposed acquisition, Parent, with the consent of the Company, may withdraw its HSR Notification Form prior to the expiration of the waiting period and refile, starting issues a new 15-day waiting period. If the FTC or the Antitrust Division issue Second RequestsRequest, the waiting period with respect to the Offer will be extended to 11:59 PM, Eastern time, on until 10 calendar days following the 10th day after Merger Sub’s certification date of substantial compliance by Luminex with its Second Request. If the HSR Act waiting period expires or is terminatedthat request, completion of the Merger will not require an additional filing under the HSR Act so long as Parent owns 50% or more of the outstanding Shares within one year after the HSR Act waiting period applicable to the Transactions expired or was terminated. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, unless the FTC or the Antitrust Division could take terminates the additional waiting period before its expiration. After the expiration of the 10 calendar day waiting period, the waiting period can be extended only by court order or with the consent of Luminex. At any action under the antitrust laws that it considers necessary time before or desirable in the public interest, including seeking (i) to enjoin the purchase after Purchaser’s acceptance for payment of Shares pursuant to the Offer, (ii) if the Antitrust Division or the FTC believes that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to enjoin challenge the Merger, (iii) to require Merger Sub (transaction by seeking a federal court order enjoining the transaction or, after completion if Shares have already been acquired, requiring disposition of the Merger, Parent) to divest the such Shares, or (iv) to require us the divestiture of substantial assets of Table of Contents Luminex, Purchaser, Nanosphere or the Company to divest businesses any of their respective subsidiaries or assets affiliates or seek requiring other conduct relief. Private parties, as well as United States state attorneys general, general and private persons may also may bring legal actions action under the antitrust laws under certain circumstancesseeking similar relief or seeking conditions to the completion of the Offer. At any time before or after the While Xxxxxxx believes that consummation of the Offer would not violate any antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. See Section 13 — “Conditions of the Offer.” State Takeover Laws. A number of states (including Delaware, where Nanosphere is incorporated) have adopted takeover laws and regulations which purport, to varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in such states or which have substantial assets, stockholders, principal executive offices or principal places of business therein. In general, Section 203 of the DGCL prevents an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) from engaging in a “business combination” (described to include mergers and certain other actions) with a Delaware corporation for a period of three years following the time such person became an interested stockholder unless, among other things, the “business combination” is approved by the board of directors of such corporation prior to such time. Nanosphere has represented to us in the Merger Agreement that the Nanosphere Board (at a meeting duly called and held) has duly and unanimously adopted resolutions that are sufficient to render inapplicable to Luminex and Purchaser the restrictions on business combinations set forth in Section 203 of the DGCL and any other takeover laws that may purport to be applicable to the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Accordingly, no Delaware statute should have the effect of precluding the Offer or the Merger. Purchaser has not attempted to comply with any other state takeover laws in connection with the Offer or the Merger. To the extent that the provisions of other state takeover statutes purport to apply to the Offer or the Merger, notwithstanding Purchaser believes that such laws conflict with federal law and constitute an unconstitutional burden on interstate commerce. Purchaser reserves the expiration right to challenge the validity or termination applicability of the applicable waiting period under the HSR Act, any state law allegedly applicable to the Offer, the Merger, the Merger Agreement or private party could seek the transactions contemplated by the Merger Agreement (other than the DGCL), and nothing in this Offer to enjoin Purchase nor any action taken in connection herewith is intended as a waiver of that right. In the consummation of event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the Offer, the Merger or seek other structural relief the Merger Agreement, as applicable, Purchaser may be required to file certain documents with, or damagesreceive approvals from, the relevant state authorities, and Purchaser might be unable to accept for payment or purchase Shares tendered pursuant to the Offer or be delayed in continuing or consummating the Offer. In such case, Purchaser may not be obligated to accept for purchase, or pay for, any Shares tendered. See Section 13 — “Conditions to the Offer.”

Compliance with the HSR Act. Under the HSR Act (including Act, and the related rules and regulations that have been promulgated thereunder)by the FTC, certain transactions, including Merger Sub’s purchase of Shares pursuant to the Offer, acquisition transactions may not be consummated until certain specified information and documentary material (the “HSR Premerger Notification and Report Form”) has have been furnished to for review by the FTC and the Antitrust Division of the DOJ U.S. Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. The requirements of the HSR Act apply to the acquisition of Shares in the Offer. Under the HSR Act, our purchase of Shares in the Offer may not be completed until the expiration or termination of a 15 calendar day waiting period following the filing by Parent, on behalf of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period under is earlier terminated by the HSR ActFTC and the Antitrust Division. If the end of the 15 calendar day waiting period is set to fall on a federal holiday or weekend day, the waiting period is automatically extended until 11:59 p.m., New York City time, the next business day. Each of Parent and the Company Move filed their respective HSR on October 15, 2014 a Premerger Notification Forms and Report Form with the FTC and the Antitrust Division on August 30, 2024. Under in connection with the HSR Act, Xxxxxx Sub’s purchase of Shares in the Shares pursuant Offer. Accordingly, the required waiting period with respect to the Offer is subject to an initial waiting period that will expire at 11:59 p.m., Eastern New York City time, on September 16October 30, 2024. During the initial waiting period 2014, unless earlier terminated by the FTC and the Antitrust Division can choose to shorten or unless the waiting period by granting early termination FTC or may extend the waiting period by issuing Antitrust Division issues a Request request for Additional Information or Documentary Material additional information and documentary material (a “Second Request”) prior to that time. If within the parties. The agencies have, however, temporarily suspended granting early termination during the initial 15 calendar day waiting period. Alternatively, to provide period either the FTC or the Antitrust Division with additional time to review the proposed acquisition, Parent, with the consent of the Company, may withdraw its HSR Notification Form prior to the expiration of the waiting period and refile, starting issues a new 15-day waiting period. If the FTC or the Antitrust Division issue Second RequestsRequest, the waiting period with respect to the Offer will would be extended to 11:59 PM, Eastern time, on until 10 calendar days following the 10th day after Merger Sub’s certification date of substantial compliance by Parent with that request, unless the FTC or the Antitrust Division terminates the additional waiting period before its expiration. Only one extension of the Table of Contents applicable waiting period pursuant to a Second Request. If Request is authorized by the HSR Act rules. After the expiration of the 10 calendar day waiting period, the waiting period expires could be extended only by court order or with the consent of Parent. In practice, complying with a Second Request can take a significant period of time. Although Move is terminatedrequired to file a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the Offer, completion neither Move’s failure to file such Premerger Notification and Report Form nor a Second Request issued to Move from the FTC or the Antitrust Division will extend the waiting period with respect to the purchase of Shares in the Offer. The Merger will not require an additional filing under the HSR Act so long as Parent if Purchaser owns more than 50% or more of the outstanding Shares at the time of the Merger or if the Merger occurs within one year after the HSR Act waiting period applicable to the Transactions expired Offer expires or was is terminated. The FTC and the Antitrust Division frequently scrutinize will review the legality under the U.S. federal antitrust laws of transactions like the Offer and the MergerPurchaser’s proposed acquisition of Move. At any timetime before or after Purchaser’s acceptance for payment of Shares pursuant to the Offer, the FTC or the Antitrust Division or the FTC could take any action under the antitrust laws that it either considers necessary or desirable in the public interest, including seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring divestiture of such Shares, or the divestiture of substantial assets of Parent, Purchaser, Move, or any of their respective subsidiaries or affiliates or requiring other conduct relief. United States state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. While Xxxxxx believes that consummation of the Offer would not violate any antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. See Section 15 — “Conditions of the Offer.” State Takeover Laws. Move is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a “business combination” (idefined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to enjoin acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the purchase date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” Move represented to us in the Merger Agreement that the Move Board (at a meeting or meetings duly called and held) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, for purposes of Section 203 of the DGCL. Move, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, (ii) to enjoin or be delayed in continuing or consummating the Offer and the Merger. In such case, (iii) we may not be obligated to require Merger Sub (or, after completion accept for payment any Shares tendered in the Offer. See Section 15 — “Conditions of the Merger, Parent) to divest the Shares, or (iv) to require us or the Company to divest businesses or assets or seek other relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural relief or damagesOffer.”

Compliance with the HSR Act. Under the HSR Act (including Act, and the related rules and regulations that have been promulgated thereunderby the Federal Trade Commission (the “FTC”), certain transactions, including Merger Sub’s purchase of Shares pursuant to the Offer, transactions may not be consummated until certain specified information and documentary material (the “HSR Premerger Notification Formand Report Forms”) has have been furnished to the FTC and the Antitrust Division of the DOJ U.S. Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. The requirements of the HSR Act apply to the acquisition of Shares in the Offer. Under the HSR Act, our purchase of Shares in the Offer may not be completed until the expiration or termination of a 15 calendar day waiting period following the filing by Parent, on behalf of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period under is earlier terminated by the HSR ActFTC. The Merger Agreement requires that each of Parent and the Company filed their respective HSR Xxxxxxxxx file a Premerger Notification Forms and Report Form with the FTC and the Antitrust Division on August 30, 2024. Under in connection with the HSR Act, Xxxxxx Sub’s purchase of Shares as promptly as practicable after the Shares pursuant date of the Merger Agreement. The required waiting period with respect to the Offer is subject to an initial waiting period that will expire at 11:59 p.m., Eastern New York City time, on September 16the 15th calendar day following such filing, 2024. During the initial waiting period unless earlier terminated by the FTC and or extended by the FTC or the Antitrust Division can choose to shorten with the waiting period by granting early termination or may extend the waiting period by issuing issuance of a Request request for Additional Information or Documentary Material additional information and documentary material (a “Second Request”) prior to that time. If within the parties. The agencies have, however, temporarily suspended granting early termination during the initial 15 calendar day waiting period. Alternatively, to provide period either the FTC or the Antitrust Division with additional time to review the proposed acquisition, Parent, with the consent of the Company, may withdraw its HSR Notification Form prior to the expiration of the waiting period and refile, starting issues a new 15-day waiting period. If the FTC or the Antitrust Division issue Second RequestsRequest, the waiting period with respect to the Offer will would be extended to 11:59 PM, Eastern time, on until ten calendar days following the 10th day after Merger Sub’s certification date of substantial compliance by Parent with its Second Request. If that request, unless the HSR Act FTC terminates the additional waiting period expires or is terminated, completion before its expiration. After the expiration of the ten calendar day waiting period, the waiting period could be extended only by court order or with the consent of Parent. In practice, complying with a Second Request can take a significant period of time. Although Xxxxxxxxx is required to file a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the Offer, neither Xxxxxxxxx’x failure to file such Premerger Notification and Report Form nor a Second Request issued to Xxxxxxxxx from the FTC or the Antitrust Division will extend the waiting period with respect to the purchase of Shares in the Offer. The Merger will not require an additional filing under the HSR Act so long as Parent if Purchaser owns more than 50% or more of the outstanding Shares at the time of the Merger or if the Merger occurs within one year after the HSR Act waiting period applicable to the Transactions expired Offer expires or was is terminated. The FTC and the Antitrust Division frequently scrutinize will review the legality under the U.S. federal antitrust laws of transactions like the Offer and the MergerPurchaser’s proposed acquisition of Xxxxxxxxx. At any time, the FTC time before or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase after Purchaser’s acceptance for payment of Shares pursuant to the Offer, (ii) if the Antitrust Division or the FTC believes that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to enjoin challenge the Merger, (iii) to require Merger Sub (transaction by seeking a federal court order enjoining the transaction or, after completion if Shares have already been acquired, requiring disposition of the Merger, Parent) to divest the such Shares, or (iv) to require us the divestiture of substantial assets of Parent, Purchaser, Xxxxxxxxx, or the Company to divest businesses any of their respective subsidiaries or assets affiliates or seek requiring other conduct relief. Private parties, as well as United States state attorneys general, general and private persons may also may bring legal actions action under the antitrust laws under certain circumstancesseeking similar relief or seeking conditions to the completion of the Offer. At any time before or after the While Xxxxxx believes that consummation of the MergerOffer would not violate any antitrust laws, notwithstanding including the expiration or termination U.S. federal antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. See Section 15 — “Conditions of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural relief or damagesOffer.”