Common use of No Conflict; Board and Stockholder Approval Clause in Contracts

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 of the RMT Parent Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 or in Section 5.06 of the RMT Parent Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Laws, and except as may result from any facts or circumstances relating solely to GPC or its Affiliates, the execution, delivery and performance by RMT Parent and Merger Sub of this Agreement does not, and the execution, delivery and performance by RMT Parent and its Subsidiaries (including Merger Sub) of the Transaction Documents to which it is contemplated to be a party will not, (i) contravene or conflict with the articles or certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent or any Subsidiary of RMT Parent (including Merger Sub) or (ii) (A) contravene or conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent or any Subsidiary of RMT Parent (including Merger Sub), (B) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent Material Contract or any other Contract to which RMT Parent or any Subsidiary of RMT Parent is a party or by which any of their respective properties or assets is bound or (C) (1) result in the creation or the imposition of (y) any Lien upon any assets of RMT Parent or any of its Subsidiaries (other than a Permitted Lien) or (z) any Lien upon any of the capital stock of RMT Parent or any of its Subsidiaries or (2) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent or any of its Subsidiaries, except in the case of clauses (ii)(A), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of RMT Parent or any of its Subsidiaries to carry out its obligations under, and to consummate the Contemplated Transactions or (II) otherwise have, individually or in the aggregate, an RMT Parent Material Adverse Effect. (b) The RMT Parent Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d), resolved to recommend the approval by the stockholders of RMT Parent of the RMT Parent Share Issuance. The Merger Sub Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, and has resolved to recommend the approval by RMT Parent, as the sole stockholder of Merger Sub, of the Merger. (c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent is the sole stockholder of record of Merger Sub. RMT Parent shall, in its capacity as sole stockholder of Merger Sub, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance and the actions contemplated by Section 3.04.

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 4.05 of the RMT Parent GPC Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 4.06 or in Section 5.06 4.06 of the RMT Parent GPC Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Laws, and except as may result from any facts or circumstances relating solely to GPC RMT Parent or its Affiliates, the execution, delivery and performance by RMT Parent GPC and Merger Sub SpinCo of this Agreement does not, and the execution, delivery and performance by RMT Parent each Retained GPC Entity and its Subsidiaries (including Merger Sub) each SpinCo Company of the Transaction Documents to which it is contemplated to be a party will not, (i) contravene or conflict with the articles or certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent GPC, any Retained GPC Entity or any Subsidiary of RMT Parent (including Merger Sub) SpinCo Company or (ii) (A) contravene or contravene, conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent GPC, any Retained GPC Entity or any Subsidiary of RMT Parent (including Merger Sub)SpinCo Company, (B) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent SpinCo Material Contract or any other Contract to which RMT Parent GPC, any Retained GPC Entity or any Subsidiary of RMT Parent SpinCo Company is a party or by which any of their respective properties or assets is bound or (C) (1) result in the creation or the imposition of (y) any Lien upon any assets of RMT Parent GPC, any Retained GPC Entity or any of its Subsidiaries SpinCo Company (other than a Permitted Lien) or (z) any Lien upon any of the capital stock of RMT Parent or any of its Subsidiaries the SpinCo Companies or (2) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent or any of its Subsidiariesthe SpinCo Companies, except in the case of clauses (ii)(A), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of RMT Parent GPC or any of its Subsidiaries (including SpinCo) to carry out its obligations under, and to consummate the Contemplated Transactions or (II) otherwise have, individually or in the aggregate, an RMT Parent a SpinCo Material Adverse Effect. (b) The RMT Parent GPC Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d)Separation Agreement and the transactions contemplated hereby and thereby, and has resolved to recommend the approval by the stockholders sole stockholder of RMT Parent SpinCo of the RMT Parent Share IssuanceMerger. The Merger Sub SpinCo Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the Separation Agreement and the transactions contemplated herebyhereby and thereby, and has resolved to recommend the approval by RMT ParentGPC, as the sole stockholder of Merger SubSpinCo, of the Merger. No “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested stockholder,” “stockholder protection” or similar anti-takeover law applicable to GPC or SpinCo under Applicable Law applies to the Agreement, the Merger or any other Contemplated Transactions. (c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub SpinCo Common Stock is the only vote of the holders of any class or series of Merger SubSpinCo’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent GPC is the sole stockholder of record of Merger SubSpinCo. RMT Parent GPC shall, in its capacity as sole stockholder of Merger SubSpinCo, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Agreement (the “SpinCo Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance and the actions contemplated by Section 3.04Consent”).

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 on Schedule 4.04(a) of the RMT Parent Citrix Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 4.05 below or in Section 5.06 on Schedule 4.05 of the RMT Parent Citrix Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any under applicable approval or authorization has been obtained under the Antitrust antitrust Laws, and except as may result from any facts or circumstances relating solely to GPC Parent or its Affiliates, the execution, delivery and performance by RMT Parent Citrix and Merger Sub SpinCo of this Agreement and the Separation Agreement does not, and the execution, delivery and performance by RMT Parent each Retained Citrix Entity and its Subsidiaries (including Merger Sub) each Transferred Subsidiary of the Transaction Documents Loan Agreement and the Ancillary Agreements, in each case to which it is contemplated to be a party party, will not, (i) contravene violate, conflict with, or conflict with result in the articles or breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent any Retained Citrix Entity or any Subsidiary of RMT Parent (including Merger Sub) or Transferred Subsidiary; (ii) (A) contravene or conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent any Retained Citrix Entity, Transferred Subsidiary, or any Subsidiary of RMT Parent SpinCo Asset; (including Merger Sub), (Biii) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent SpinCo Material Contract or any other Contract to which RMT Parent any Retained Citrix Entity or any Transferred Subsidiary of RMT Parent is a party or by which any of their respective material properties or assets is bound bound; or (Civ) (1A) result in the creation or the imposition of (yx) any Lien Encumbrance upon any assets of RMT Parent or any of its Subsidiaries the SpinCo Assets (other than a Permitted Lien) Encumbrance); or (zy) any Lien Encumbrance upon any of the capital stock of RMT Parent or any of its Subsidiaries the Transferred Subsidiaries; or (2B) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent the SpinCo Assets or any of its the Transferred Subsidiaries, except except, in the case of clauses (ii)(Aii) – (iv), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of RMT Parent Citrix or any of its Subsidiaries SpinCo to carry out its obligations under, and to consummate the Contemplated Transactions transactions contemplated by, this Agreement, the Loan Agreement, the Separation Agreement and the Ancillary Agreements or (II) otherwise have, individually or in the aggregate, an RMT Parent have a SpinCo Material Adverse Effect. (b) The RMT Parent Citrix Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has approved this Agreement, the Separation Agreement and the transactions contemplated hereby and thereby. The SpinCo Board, by unanimous written consent, has approved and declared the advisability of this Agreement and the Separation Agreement and the transactions contemplated hereby and thereby, including the Merger. To Citrix’s Knowledge, no state takeover statute is applicable to the Merger or any of the other transactions contemplated by this Agreement. (ic) determined that As promptly as practicable after execution of this Agreement, Citrix will approve and adopt, as SpinCo’s sole stockholder, this Agreement, the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d), resolved to recommend the approval other transactions contemplated by the stockholders of RMT Parent of the RMT Parent Share Issuance. The Merger Sub Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated herebyby the Separation Agreement which require the consent of SpinCo’s stockholders under the DGCL, SpinCo’s certificate of incorporation or SpinCo’s bylaws. Following such approval and has resolved to recommend adoption by Citrix, the approval of SpinCo’s stockholders after the Distribution Date will not be required to effect the transactions contemplated by RMT Parent, as the sole stockholder of Merger Sub, of the Merger. (c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent is the sole stockholder of record of Merger Sub. RMT Parent shall, in its capacity as sole stockholder of Merger Sub, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance Merger, unless this Agreement is amended on or after the Distribution Date and such approval is required, solely as a result of such amendment, under the actions DGCL or SpinCo’s certificate of incorporation or bylaws. The approval of Citrix’s stockholders is not required to effect the transactions contemplated by Section 3.04this Agreement, the Loan Agreement, the Separation Agreement or the Ancillary Agreements.

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 5.04 of the RMT Parent Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 5.05 or in Section 5.06 5.05 of the RMT Parent Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Laws, and except as may result from any facts or circumstances relating solely to GPC LMC or its Affiliates, the execution, delivery and performance by RMT Parent and Merger Sub of this Agreement does not, and the execution, delivery and performance by RMT Parent and its Subsidiaries (including Merger Sub) Sub of the each other Transaction Documents Document to which it is contemplated to be a party will not, (i) contravene or conflict with the articles or certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent or any Subsidiary of RMT Parent (including Merger Sub) or ), (ii) (A) contravene or conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent or any Subsidiary of RMT Parent (including Merger Sub), (B) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent Material Contract or any other Contract contract to which RMT Parent or any Subsidiary of RMT Parent is a party or by which any of their respective properties or assets is bound or (C) (1) result in the creation or the imposition of (y) any Lien upon any assets of RMT Parent or any of its Subsidiaries (other than a Permitted Lien) or (z) any Lien upon any of the capital stock of RMT Parent or any of its Subsidiaries or (2) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent or any of its Subsidiaries, except in the any such case of clauses (ii)(A), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of RMT Parent or any of its Subsidiaries to carry out its obligations under, and to consummate the Contemplated Transactions or (II) otherwise have, individually or in the aggregate, have an RMT Parent Material Adverse Effect. (b) The RMT Parent Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement Agreement, and (ii) subject to the provisions of Section 7.03(d), resolved to recommend the approval by the stockholders of RMT Parent of the RMT Parent Share Issuance. The Merger Sub Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, and has resolved to recommend recommended the approval by RMT Parent, as the sole stockholder of Merger Sub, of the Merger. (c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent is the sole stockholder of record of Merger Sub. RMT Parent shall, in its capacity as sole stockholder of Merger Sub, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select MarketNew York Stock Exchange, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance and the actions contemplated by Section 3.04.

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 4.05 of the RMT Parent GPC Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 4.06 or in Section 5.06 4.06 of the RMT Parent GPC Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Laws, and except as may result from any facts or circumstances relating solely to GPC RMT Parent or its Affiliates, the execution, delivery and performance by RMT Parent GPC and Merger Sub SpinCo of this Agreement does not, and the execution, delivery and performance by RMT Parent each Retained GPC Entity and its Subsidiaries (including Merger Sub) each SpinCo Company of the Transaction Documents to which it is contemplated to be a party will not, (i) contravene or conflict with the articles or certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent GPC, any Retained GPC Entity or any Subsidiary of RMT Parent (including Merger Sub) SpinCo Company or (ii) (A) contravene or contravene, conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent GPC, any Retained GPC Entity or any Subsidiary of RMT Parent (including Merger Sub)SpinCo Company, (B) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent SpinCo Material Contract or any other Contract to which RMT Parent GPC, any Retained GPC Entity or any Subsidiary of RMT Parent SpinCo Company is a party or by which any of their respective properties or assets is bound or (C) (1) result in the creation or the imposition of (y) any Lien upon any assets of RMT Parent GPC, any Retained GPC Entity or any of its Subsidiaries SpinCo Company (other than a Permitted Lien) or (z) any Lien upon any of the capital stock of RMT Parent or any of its Subsidiaries the SpinCo Companies or (2) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent or any of its Subsidiariesthe SpinCo Companies, except in the case of clauses (ii)(A), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of RMT Parent GPC or any of its Subsidiaries (including SpinCo) to carry out its obligations under, and to consummate the Contemplated Transactions or (II) otherwise have, individually or in the aggregate, an RMT Parent a SpinCo Material Adverse Effect. (b) The RMT Parent Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d), resolved to recommend the approval by the stockholders of RMT Parent of the RMT Parent Share Issuance. The Merger Sub Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, and has resolved to recommend the approval by RMT Parent, as the sole stockholder of Merger Sub, of the Merger. (c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent is the sole stockholder of record of Merger Sub. RMT Parent shall, in its capacity as sole stockholder of Merger Sub, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance and the actions contemplated by Section 3.04.

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 on Schedule 5.03(a) of the RMT Parent Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 5.04 below or in Section 5.06 on Schedule 5.04 of the RMT Parent Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any under applicable approval or authorization has been obtained under the Antitrust antitrust Laws, and except as may result from any facts or circumstances relating solely to GPC Citrix or its Affiliates, the execution, delivery and performance by RMT Parent and Merger Sub of this Agreement does not, and the execution, delivery and performance by RMT Parent and its Subsidiaries (including Merger Sub) of the Transaction Documents Loan Agreement and each Ancillary Agreement to which it is contemplated to be a party will not, (ia) contravene violate, conflict with, or conflict with result in the articles or breach of any provision of the certificate of incorporation or bylaws of Parent; (or similar organizational documentsb) of RMT Parent or any Subsidiary of RMT Parent (including Merger Sub) or (ii) (A) contravene or conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent or any Subsidiary of RMT Parent Parent; (including Merger Sub), (Bc) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent Material Contract or any other Contract to which RMT Parent or any Subsidiary of RMT Parent is a party or by which any of their respective material properties or assets is bound bound; or (Cd) (1i) result in the creation or the imposition of (yx) any Lien Encumbrance upon any assets of RMT Parent or any of its Subsidiaries (other than a Permitted Lien) Encumbrance); or (zy) any Lien Encumbrance upon any of the capital stock of RMT Parent or any of its Subsidiaries Subsidiaries; or (2ii) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent or any of its Subsidiaries, except or any of their respective assets, except, in the case of clauses (ii)(Ab) - (d), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of RMT Parent or any of its Subsidiaries to carry out its obligations under, and to consummate the Contemplated Transactions transactions contemplated by, this Agreement, the Loan Agreement and the Ancillary Agreements or (II) otherwise have, individually or in the aggregate, an RMT have a Parent Material Adverse Effect. (b) The RMT Parent Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d), resolved to recommend the approval by the stockholders of RMT Parent of the RMT Parent Share Issuance. The Merger Sub Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, and has resolved to recommend the approval by RMT Parent, as the sole stockholder of Merger Sub, of the Merger. (c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent is the sole stockholder of record of Merger Sub. RMT Parent shall, in its capacity as sole stockholder of Merger Sub, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance and the actions contemplated by Section 3.04.

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 of the RMT Parent Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 or in Section 5.06 of the RMT Parent Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Laws, and except as may result from any facts or circumstances relating solely to GPC or its Affiliates, the execution, delivery and performance by RMT Parent and Merger Sub of this Agreement does not, and the execution, delivery and performance by RMT Parent and its Subsidiaries (including Merger Sub) of the Transaction Documents to which it is contemplated to be a party will not, (i) contravene or conflict with the articles or certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent or any Subsidiary of RMT Parent (including Merger Sub) or (ii) (A) contravene or conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent or any Subsidiary of RMT Parent (including Merger Sub), (B) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent Material Contract or any other Contract to which RMT Parent or any Subsidiary of RMT Parent is a party or by which any of their respective properties or assets is bound or (C) (1) result in the creation or the imposition of (y) any Lien upon any assets of RMT Parent or any of its Subsidiaries (other than a Permitted Lien) or (z) any Lien upon any of the capital stock of RMT Parent or any of its Subsidiaries or (2) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent or any of its Subsidiaries, except in the case of clauses (ii)(A), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of RMT Parent or any of its Subsidiaries to carry out its obligations under, and to consummate the Contemplated Transactions or (II) otherwise have, individually or in the aggregate, an RMT Parent Material Adverse Effect. (b) The RMT Parent Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d), resolved to recommend the approval by the stockholders of RMT Parent of the RMT Parent Share Issuance. The Merger Sub Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, and has resolved to recommend the approval by RMT Parent, as the sole stockholder of Merger Sub, of the Merger. (c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent is the sole stockholder of record of Merger Sub. RMT Parent shall, in its capacity as sole stockholder of Merger Sub, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance and the actions contemplated by Section 3.04.

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 4.05 of the RMT Parent TDCC Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 4.05 below or in Section 5.06 4.05 of the RMT Parent TDCC Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Lawsterminated, and except as may result from any facts or circumstances relating solely to GPC Parent or its Affiliates, the execution, delivery and performance by RMT Parent TDCC and Merger Sub Spinco of this Agreement does not, and the execution, delivery and performance by RMT Parent each Retained Dow Entity and its Subsidiaries (including Merger Sub) each Transferred Subsidiary of the Transaction Documents to which it is contemplated to be a party will not, (ia) contravene violate, conflict with, or conflict with result in the articles or breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent any Retained Dow Entity, Transferred Subsidiary or any Subsidiary of RMT Parent the JV Entity; (including Merger Subb) or (ii) (A) contravene or conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent any Retained Dow Entity, Transferred Subsidiary, the JV Entity or any Subsidiary of RMT Parent Transferred Asset; (including Merger Sub), (Bc) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent Spinco Material Contract or any other Contract contract to which RMT Parent any Retained Dow Entity, Transferred Subsidiary or any Subsidiary of RMT Parent the JV Entity is a party or by which any of their respective properties or assets is bound bound; or (Cd) (1i) result in the creation or the imposition of (yx) any Lien Encumbrance upon any assets of RMT Parent or any of its Subsidiaries the Transferred Assets (other than a Permitted Lien) Encumbrance); or (zy) any Lien Encumbrance upon any of the capital stock of RMT Parent or any of its the Transferred Subsidiaries or the JV Entity; or (2ii) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent the Transferred Assets, the Transferred Subsidiaries or any of its Subsidiariesthe JV Entity, except except, in the case of clauses (ii)(Ab) – (d), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (IA) materially and adversely affect the ability of RMT Parent TDCC or any of its Subsidiaries Spinco to carry out its obligations under, and to consummate the Contemplated Transactions transactions contemplated by, this Agreement and the other Transaction Documents; or (IIB) otherwise have, individually or in the aggregate, an RMT Parent have a Spinco Material Adverse Effect. (b) The RMT Parent Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d), resolved to recommend the approval by the stockholders of RMT Parent of the RMT Parent Share Issuance. The Merger Sub Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, and has resolved to recommend the approval by RMT Parent, as the sole stockholder of Merger Sub, of the Merger. (c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent is the sole stockholder of record of Merger Sub. RMT Parent shall, in its capacity as sole stockholder of Merger Sub, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance and the actions contemplated by Section 3.04.

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 4.05 of the RMT Parent LMC Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 4.06 or in Section 5.06 4.06 of the RMT Parent LMC Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Laws, and except as may result from any facts or circumstances relating solely to GPC RMT Parent or its Affiliates, the execution, delivery and performance by RMT Parent LMC and Merger Sub Spinco of this Agreement does not, and the execution, delivery and performance by RMT Parent each Retained LMC Entity and its Subsidiaries (including Merger Sub) each Transferred Subsidiary of the Transaction Documents to which it is contemplated to be a party will not, (i) contravene or conflict with the articles or certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent LMC, any Retained LMC Entity or any Subsidiary of RMT Parent (including Merger Sub) or Transferred Subsidiary, (ii) (A) contravene or contravene, conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent LMC, any Retained LMC Entity or any Subsidiary of RMT Parent (including Merger Sub)Transferred Subsidiary, (B) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent Spinco Material Contract or any other Contract contract to which RMT Parent LMC, any Retained LMC Entity or any Transferred Subsidiary of RMT Parent is a party or by which any of their respective properties or assets is bound or (C) (1) result in the creation or the imposition of (y) any Lien upon any assets of RMT Parent or any of its Subsidiaries the Transferred Assets (other than a Permitted Lien) or (z) any Lien upon any of the capital stock of RMT Parent or any of its the Transferred Subsidiaries or (2) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent the Transferred Assets or any of its the Transferred Subsidiaries, except in the any such case of clauses (ii)(A), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of RMT Parent LMC or any of its Subsidiaries Spinco to carry out its obligations under, and to consummate the Contemplated Transactions or (II) otherwise have, individually or in the aggregate, an RMT Parent have a Spinco Material Adverse Effect. (b) The RMT Parent LMC Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d)Separation Agreement and the transactions contemplated hereby and thereby, resolved to recommend and has recommended the approval by the stockholders sole stockholder of RMT Parent Spinco of the RMT Parent Share IssuanceMerger. The Merger Sub Spinco Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the Separation Agreement and the transactions contemplated herebyhereby and thereby, and has resolved to recommend recommended the approval by RMT ParentLMC, as the sole stockholder of Merger SubSpinco, of the Merger. No “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested stockholder,” “stockholder protection” or similar anti-takeover law applicable to LMC or Spinco under Applicable Law applies to the Agreement, the Merger or any other Contemplated Transactions. (c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub Spinco is the only vote of the holders of any class or series of Merger SubSpinco’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent LMC is the sole stockholder of record of Merger SubSpinco. RMT Parent LMC shall, in its capacity as sole stockholder of Merger SubSpinco, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Agreement (the “Spinco Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance and the actions contemplated by Section 3.04Consent”).

No Conflict; Board and Stockholder Approval. (a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 4.05 of the RMT Parent TDCC Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 4.05 below or in Section 5.06 4.05 of the RMT Parent TDCC Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Lawsterminated, and except as may result from any facts or circumstances relating solely to GPC Parent or its Affiliates, the execution, delivery and performance by RMT Parent TDCC and Merger Sub Spinco of this Agreement does not, and the execution, delivery and performance by RMT Parent each Retained Dow Entity and its Subsidiaries (including Merger Sub) each Transferred Subsidiary of the Transaction Documents to which it is contemplated to be a party will not, (ia) contravene violate, conflict with, or conflict with result in the articles or breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent any Retained Dow Entity, Transferred Subsidiary or any Subsidiary of RMT Parent the JV Entity; (including Merger Subb) or (ii) (A) contravene or conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent any Retained Dow Entity, Transferred Subsidiary, the JV Entity or any Subsidiary of RMT Parent Transferred Asset; (including Merger Sub), (Bc) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent Spinco Material Contract or any other Contract contract to which RMT Parent any Retained Dow Entity, Transferred Subsidiary or any Subsidiary of RMT Parent the JV Entity is a party or by which any of their respective properties or assets is bound bound; or (Cd) (1i) result in the creation or the imposition of (yx) any Lien Encumbrance upon any assets of RMT Parent or any of its Subsidiaries the Transferred Assets (other than a Permitted Lien) Encumbrance); or (zy) any Lien Encumbrance upon any of the capital stock of RMT Parent or any of its the Transferred Subsidiaries or the JV Entity; or (2ii) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent the Transferred Assets, the Transferred Subsidiaries or any of its Subsidiariesthe JV Entity, except except, in the case of clauses (ii)(Ab) – (d), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (IA) materially and adversely affect the ability of RMT Parent TDCC or any of its Subsidiaries Spinco to carry out its obligations under, and to consummate the Contemplated Transactions transactions contemplated by, this Agreement and the other Transaction Documents; or (IIB) otherwise have, individually or in the aggregate, an RMT Parent have a Spinco Material Adverse Effect. (b) The RMT Parent TDCC Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d), resolved to recommend the approval by the stockholders of RMT Parent of the RMT Parent Share Issuancedeclared it advisable. The Merger Sub Spinco Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the Merger. To TDCC’s Knowledge, no state takeover statute is applicable to the Merger or any of the other transactions contemplated hereby, and has resolved to recommend the approval by RMT Parent, as the sole stockholder of Merger Sub, of the Mergerthis Agreement. (c) As promptly as practicable after execution of this Agreement, TDCC will approve and adopt, as Spinco’s sole stockholder, this Agreement and other transactions contemplated by this Agreement and the other Transaction Documents which require the consent of Spinco’s stockholders under the DGCL, Spinco’s certificate of incorporation or Spinco’s bylaws. Following such approval and adoption by TDCC, the approval of Spinco’s stockholders after the Distribution Date will not be required to effect the transactions contemplated by this Agreement, including the Merger, unless this Agreement is amended on or after the Distribution Date and such approval is required, solely as a result of such amendment, under the DGCL or Spinco’s articles of incorporation or bylaws. The affirmative vote approval of TDCC’s stockholders is not required to effect the holders of a majority of transactions contemplated by the voting power of the shares of common stock of Merger Sub is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt Separation Agreement, this Agreement or consummate the Contemplated Transactions. RMT Parent is the sole stockholder of record of Merger Sub. RMT Parent shall, in its capacity as sole stockholder of Merger Sub, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Stockholder Approval is the only vote of the holders of any voting securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Share Issuance and the actions contemplated by Section 3.04other Transaction Agreements.