Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither Neither (x1) the execution, delivery or performance of this Agreement by or any of the Companyother agreements referred to in this Agreement, nor (y2) the consummation of the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Organizational Documents articles of incorporation, bylaws or other charter or organizational documents of any of the Company Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of its Subsidiariesthe board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Company or its SubsidiariesAcquired Corporations, or any of the assets owned or used by any of the Company or its SubsidiariesAcquired Corporations, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Acquired Corporations or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the Company business of any of the Acquired Corporations or its businessto any of the assets owned or used by any of the Acquired Corporations; (d) contravene, conflict with or result in a violation or material breach of, or result in a default (or an event which with notice or lapse of time or both would become a default) under, any provision of any Company Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Material Contract; , (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; , (iii) accelerate the maturity or performance of any such Company Material Contract; , or (iv) cancel, terminate or materially modify any term of any such Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Company or its Subsidiaries Acquired Corporations (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.minor liens

Non-Contravention; Consents. Subject With respect to obtaining clauses (b) and (c) only, except for violations and defaults that would not reasonably be expected to be material to the Required Company Stockholder Vote Company, and except for the filing of Material Consents, the Certificate of Merger required by the DGCL execution and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) Company and the consummation by the Company of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): not cause a: (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents Company’s Articles of Incorporation or bylaws; (b) violation by the Company of any Law applicable to the Company; or (c) default (or an event that, with or without notice or lapse of time or both would constitute a default) on the part of the Company under, result in a material modification or termination under, or give to others any rights of its Subsidiaries; (b) contravenetermination, conflict with modification, acceleration, reacquisition, transfer or cancellation of, or result in the creation of a violation ofLien on, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the properties or assets owned of the Company, pursuant to any Material Contract. Except as may be required by Nevada Corporate Law or used by the Company or its Subsidiariesgovernmental regulation, is subject, except as would not reasonably be expected to be material to the Company Company, or its business; (c) contravene, conflict with or result as set forth in a violation of any Part 2.23 of the terms or requirements ofCompany Disclosure Schedule (the “Material Consents”), or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would is not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, from any Governmental Body or party to a Material Contract at any time prior to the Closing in connection with (x) the execution, execution and delivery or performance of this Agreement, Agreement or (y) the consummation by the Company of the Contemplated Transactions, which if individually Merger. On or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable prior to the execution, delivery and performance date of this Agreement, the Company Stockholder Support AgreementsBoard has taken all action necessary so that no Takeover Law or any anti-takeover provision in Articles of Incorporation or bylaws (or similar organizational documents) of the Company (including any restrictions on business combinations contained therein) is applicable to the Company, the Company Lock-Up Agreements and to Shares or any other equity interests in the consummation of Company, this Agreement, the Merger or the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or the Contemplated Transactions. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Articles of Incorporation, the Company’s bylaws, or pursuant to any Law to which the Company is subject, is, or at the First Effective Time will be, applicable to this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the (a) Assuming that all Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consentsConsents have been obtained, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or and performance of this Agreement by Seller and the Company, nor (y) Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the Contemplated Transactionstransactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, will directly or indirectly conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (with or without notice or lapse of time): (aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation ofobligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the right to challenge Engenio Business or the Contemplated Transactions or to exercise any remedy or obtain any relief underPurchased Assets, other than in the case of clauses (ii) and (iii), any Law such violations, breaches, defaults, accelerations or any ordercancellations of obligations or rights that, writindividually or in the aggregate, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would are not and could not reasonably be expected to be material to the Company or its business;Engenio Business, taken as a whole. (cb) contraveneNo consent, conflict with approval, order or result in a violation of any of the terms or requirements authorization of, or give any Governmental Body the right to revokeregistration, withdraw, suspend, cancel, terminate declaration or modifyfiling with, any Governmental Authorization that Person is held required to be obtained by Seller or a Subsidiary in connection with the Company execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller or its Subsidiariessuch Subsidiary will be a party or for the consummation of the transactions contemplated hereby or thereby by Seller or such Subsidiary, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) any filings required to be made under the filing HSR Act and any applicable filings required under foreign antitrust Laws, (ii) consents or approvals of Governmental Bodies or other Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the Certificate benefits of Merger or delegate performance with the Secretary of State of the State of Delaware pursuant to the DGCLregard thereto in any material respect, which are set forth in Schedule 3.4(b) (items (i) and (ii) being referred to herein as the “Required Consents”) and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and or filings as may the failure of which to be required under applicable federal and state securities Lawsobtained or made, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were aggregate, are not given or obtained, would and could not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable be material to the executionEngenio Business, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionstaken as a whole.

Non-Contravention; Consents. Subject to obtaining Assuming compliance with the Required applicable provisions of the DGCL, the rules and regulations of the SEC, and the rules, regulations and listing requirements of the Nasdaq Capital Market, except (i) as set forth in Part 2.25 of the Company Stockholder Vote and Disclosure Schedule, (ii) the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”) and any other Antitrust Laws and obtaining all consentsequivalent foreign antitrust filings, authorizationsor (iii) in the case of clauses (b) through (e) as would not be material to the Target Companies, clearances, approvals and waiting period expirations or terminations taken as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Lawsa whole, neither (x1) the execution, delivery or performance by the Company of this Agreement by the CompanyAgreement, nor (y2) the consummation of the Offer, nor (3) the consummation by the Company of the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the Company or any of its SubsidiariesTarget Companies; (b) contravene, conflict with or result in a violation of, or give of any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesTarget Companies, or any of the assets owned or used by any of the Company or its SubsidiariesTarget Companies, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its businessTarget Companies; (d) contravene, conflict with or result in a violation or breach of, or result in a default (with or without due notice or lapse of time or both) under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Company or its Subsidiaries Target Companies (except for the Company Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawsby the Exchange Act, the HSR Act or other Antitrust LawsDGCL and the listing requirements of the Nasdaq Capital Market, neither none of the Company nor any of its Subsidiaries Target Companies was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with with: (x) the execution, delivery or performance of this Agreement, Agreement by the Company; or (y) the consummation by the Company of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions, except where the failure to make any such filing or give any such notice or to obtain any such Consent would not be material to the Target Companies, taken as a whole.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) Neither the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Company Organization Documents or any resolution adopted by the stockholders, the board of directors or any committee of the Company or board of directors of any of its Subsidiariesthe Constituent Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Constituent Corporations or its Subsidiariesthat otherwise relates to the business of any of the Constituent Corporations or to any of the assets owned or used by any of the Constituent Corporations, except where the contravention of, conflict with or violation of, or the giving to a Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any such terms or requirements would not, individually or in the aggregate, have a Material Adverse Effect on the Constituent Corporations, taken as would not reasonably be expected to be material to the Company or its business;whole; or (dc) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Material Contract; , (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; , (iii) accelerate the maturity or performance of any Company Material Contract; , or (iv) cancel, terminate or modify any term of any Company Material Contract, except in each case where the case contravention of, conflict with, or violation or breach of any non-material breachsuch provision, defaultor the giving to any Person such rights, penalty would not, individually or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by aggregate, have a Material Adverse Effect on the Company or its Subsidiaries (except for Permitted Encumbrances)Constituent Corporations, taken as whole. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawsby the Exchange Act, the DGCL, the HSR Act or other Antitrust LawsAct, neither applicable anti-trust laws of any foreign country and the Company nor any NASD Bylaws (as such bylaws relate to the Form S-4 Registration Statement and the Joint Proxy Statement) none of its Subsidiaries the Constituent Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement, which if except in each case, where the failure to make any filing, give any notice or obtain any Consent would not, individually or in the aggregate were not given or obtainedaggregate, would reasonably be expected to prevent or materially delay have a Material Adverse Effect on the ability of the Company to consummate the Contemplated Transactions. The Company Board has Constituent Corporations, taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionsas whole.

Non-Contravention; Consents. Subject to (i) obtaining the Required Company Stockholder Vote and Approval, (ii) the filing of the Certificate of Merger required by the DGCL DGCL, (iii) (A) the filing with the SEC of the Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and subject to making all declaration of effectiveness under the Securities Act of the Registration Statement, and (C) the filing with the SEC of such reports and other filings under, and notifications such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions described herein Contemplated Transactions and (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations securities or terminations as may be required “blue sky” laws of various states in connection with the transactions described herein under issuance of the HSR Act and other Antitrust Lawsshares of Parent Common Stock to be issued as the Merger Consideration, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body Entity the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries, or any of the assets owned or used by the Company or any of its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance Lien upon or with respect to any asset owned or used by the Company or any of its Subsidiaries (except for Permitted EncumbrancesLiens). . (f) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ii) (A) the filing with the SEC of the Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of the Registration Statement, and (iiC) the filing with the SEC of such reports and other filings under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, and the Contemplated Transactions and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Entity in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Assuming the accuracy of the representation set forth in Section 4.5(f), the Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Voting Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Voting Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Parent Stockholder Vote Vote, the filing of the Certificates of Merger required by the DGCL and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDesignation, neither (x) the execution, delivery or performance of this Agreement by the CompanyParent or Merger Subs, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its SubsidiariesMerger Subs; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Parent or its Subsidiaries, or any of the assets owned or used by the Company Parent or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company Parent or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its SubsidiariesXxxxxx, except as would not reasonably be expected to be material to the Company Parent or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Parent Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Parent Material Contract; (iii) accelerate the maturity or performance of any Company Parent Material Contract; or (iv) cancel, terminate or modify any term of any Company Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries Parent (except for Permitted Encumbrances). Except for (i) any Consent set forth in Section 3.5 of the Parent Disclosure Schedule under any Parent Contract, (ii) the Required Parent Stockholder Vote, (iii) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL and (iiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company Parent nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xA) the execution, delivery or performance of this Agreement, or (yB) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Parent Board has and the First Merger Sub Board and the Second Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL (or analogous provisions) are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement or any of the other Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and (i) the filing of the Certificate of Merger required by the DGCL DGCL, (ii) (A) the filing with the SEC of the Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and subject to making all declaration of effectiveness under the Securities Act of the Registration Statement, and (C) the filing with the SEC of such reports and other filings under, and notifications such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, and the transactions described herein Contemplated Transactions, (iii) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations securities or terminations as may be required “blue sky” laws of various states in connection with the transactions described herein under issuance of the HSR Act and other Antitrust Lawsshares of Parent Common Stock to be issued as the Merger Consideration, neither (x) the execution, delivery or performance of this Agreement by the Company, Company nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body Entity the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Parent or any of its Subsidiaries, or any of the assets owned or used by the Company Parent or any of its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company Parent or its business.; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Parent or its Subsidiaries, except as would not reasonably be expected to be material to the Company Parent or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Parent Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Parent Material Contract; (iii) accelerate the maturity or performance of any Company Parent Material Contract; or (iv) cancel, terminate or modify any term of any Company Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance Lien upon or with respect to any asset owned or used by the Company Parent or any of its Subsidiaries (except for Permitted EncumbrancesLiens). . (f) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ii) (A) the filing with the SEC of the Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of the Registration Statement, and (iiC) the filing with the SEC of such reports and other filings under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, and the Contemplated Transactions and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company Parent nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Entity in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company Parent to consummate the Contemplated Transactions. The Company Parent Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the CompanyParent or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its SubsidiariesMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Parent or its SubsidiariesMerger Sub, or any of the assets owned or used by the Company Parent or its SubsidiariesMerger Sub, is subject, except as would not reasonably be expected to be material to the Company Parent or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its SubsidiariesXxxxxx, except as would not reasonably be expected to be material to the Company Parent or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Parent Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Parent Material Contract; (iii) accelerate the maturity or performance of any Company Parent Material Contract; or (iv) cancel, terminate or modify any term of any Company Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries Parent (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries Parent is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. The Company Parent Board has and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Parent Stockholder Support Agreements, Agreements and the Company Parent Lock-Up up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Parent Stockholder Support Agreements, the Company Parent Lock-Up up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (b) contravene, conflict with or result in a material violation of, or or, to the Knowledge of the Company, give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) any Consent set forth in Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xA) the execution, delivery or performance of this Agreement, the Company Stockholder Support Agreements and the Company Lock-Up Agreements, or (yB) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute Takeover Statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining Assuming compliance with the Required Company Stockholder Vote and the filing applicable provisions of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under DGCL, the HSR Act and any other Antitrust all applicable foreign Competition Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under listing requirements of the HSR Act and other Antitrust LawsNew York Stock Exchange, neither (x1) the execution, delivery or performance of this Agreement by the CompanyAgreement, nor (y2) the consummation of the Merger or any of the other Contemplated TransactionsTransactions will, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents certificate of incorporation, bylaws, certificate of formation, limited liability company operating agreement, or other charter or organizational documents of any of the Company or any of its SubsidiariesAthena Companies; (b) contravene, conflict with or result in a violation of, or give of any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesAthena Companies, or any of the assets owned or used by any of the Company or its SubsidiariesAthena Companies, is subject, except as where such contravention, conflict or violation would not not, individually or in the aggregate, reasonably be expected to be material to the Company or its businesshave an Athena Material Adverse Effect; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Athena Companies or its Subsidiariesthat otherwise relates to the business of the Athena Companies or to any of the assets owned or used by any of the Athena Companies, except as where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not not, individually or in the aggregate, reasonably be expected to be material to the Company or its businesshave an Athena Material Adverse Effect; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Athena Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company such Athena Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company such Athena Material ContractContract (other than any Athena Employee Plan); or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of any Company such Athena Material Contract, in each case except as would not, individually or in the case of any non-material breachaggregate, default, penalty or modificationreasonably be expected to have an Athena Material Adverse Effect; or (e) result in the imposition or creation of any material Encumbrance (other than a Permitted Encumbrance) upon or with respect to any asset owned or used by any of the Company Athena Companies, except as would not, individually or its Subsidiaries (except for Permitted Encumbrances)in the aggregate, reasonably be expected to have an Athena Material Adverse Effect. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and by the Securities Act, the Exchange Act, state securities Lawslaws or “blue sky” laws, the DGCL, the HSR Act or other Antitrust LawsAct, any applicable foreign Competition Laws and any applicable listing requirements of the New York Stock Exchange, neither the Company Athena nor any of its Subsidiaries the Athena Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with with: (x) the execution, delivery or performance of this Agreement, ; or (y) the consummation of the Merger or any of the other Contemplated Transactions, which if except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate were not given or obtainedaggregate, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionshave an Athena Material Adverse Effect.

Non-Contravention; Consents. Subject to obtaining (a) Assuming compliance with the applicable provisions of the DGCL (including the Required Company Remainco Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under Vote), the HSR Act and any other Antitrust all applicable foreign Competition Laws and obtaining all consentsFDI Laws, authorizationsthe listing requirements of the New York Stock Exchange, clearances, approvals and waiting period expirations or terminations except as may be required set forth in connection with Section 2.5 of the transactions described herein under the HSR Act and other Antitrust LawsRemainco Disclosure Letter, neither (x1) the execution, delivery or performance of this Agreement by or the Company, other Transaction Documents nor (y2) the consummation of the Merger or any of the other Contemplated Transactions, will will, directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company (A) Remainco or Spinco or (B) any of its Subsidiariesthe other Spinco Companies; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, Remainco or any of its Subsidiaries (including the assets owned or used by the Company or its SubsidiariesSpinco Companies), is subject, except as where such contravention, conflict or violation, individually or in the aggregate, would not reasonably be expected to be material to the Company or its businesshave a Spinco Material Adverse Effect; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Spinco Companies or its Subsidiariesthat otherwise relates to the Spinco Business or to any of the assets owned or used by any of the Spinco Companies or the Spinco Business, except as where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification, individually or in the aggregate, would not reasonably be expected to be material to the Company or its businesshave a Spinco Material Adverse Effect; (div) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Spinco Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company such Spinco Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iiiB) accelerate the maturity or performance of any Company such Spinco Material ContractContract (other than any Remainco Benefit Plan); or (ivC) cancel, terminate or modify any right, benefit, obligation or other term of any Company such Spinco Material Contract, except where such contravention, conflict, violation or default, individually or in the case of any non-material breachaggregate, default, penalty or modificationwould not reasonably be expected to have a Spinco Material Adverse Effect; or (ev) result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing any of the Certificate of Merger with Spinco Companies or the Secretary of State of Spinco Business, except where such contravention, conflict, violation or default, individually or in the State of Delaware pursuant aggregate, would not reasonably be expected to the DGCL, and have a Spinco Material Adverse Effect. (iib) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings Except as may be required under applicable federal and by the Securities Act, the Exchange Act, state securities Lawslaws or “blue sky” laws, the DGCL (including the Required Remainco Stockholder Vote), the HSR Act or other Antitrust Act, all applicable foreign Competition Laws and FDI Laws, neither and the Company nor listing requirements of the New York Stock Exchange, none of Remainco or any of its Subsidiaries (including the Spinco Companies) is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with with: (xi) the execution, delivery or performance of this Agreement, Agreement or the other Transaction Documents or (yii) the consummation of the Merger or any of the other Contemplated Transactions, which if except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate were not given aggregate, (A) be material to the Spinco Companies or obtained, would reasonably be expected to the Spinco Business or (B) prevent or materially impair or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Remainco or any of its Subsidiaries (including the Spinco Companies) from performing any of the Transaction Documents or complying with any of their obligations thereunder or consummating the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (xa) the The execution, delivery or and performance of this Agreement and the other Transaction Agreements by the Company, nor (y) applicable parties other than Buyer and the consummation of the Contemplated TransactionsAcquisition will not, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with contravene or result in a violation of (A) any of the provisions of the Organizational Documents Company’s Certificate of Limited Partnership or Limited Partnership Agreement or (B) any resolution adopted by the Company Company’s board of managers or any of its Subsidiariescommittee thereof; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge the Contemplated Transactions Acquisition or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiariesany assets owned by the Company are subject; (iii) cause the Company to become subject to, or to become liable for the payment of, any of the Tax; (iv) cause any assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company reassessed or its businessrevalued by any taxing authority or other Governmental Authority; (cv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate terminate, modify or modifycharge any material fee with respect to, any Governmental Authorization Approval that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the Company Company’s business or its businessto any of the assets owned or used by the Company; (dvi) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or ; (vii) give any Person the right to: to (iA) declare a default or exercise any remedy under any Company Material Contract; , (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iiiB) accelerate the maturity or performance of any Company Material Contract; Contract in any material respect or (ivC) cancel, terminate or modify any term Company Contract; (viii) give any Person the right to any payment by the Company or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company Material Contract, except in the case favor of any non-material breachPerson, default, penalty in any such case as a result of the change in control of the Company or modificationotherwise resulting from the Acquisition; or (eix) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries Company. (except for Permitted Encumbrances). b) Except for (ias set forth in Section 2.5(b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities LawsCompany Disclosure Letter, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be not required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Authority, party to a Company Contract or any other Person in connection with (x) the execution, execution and delivery of this Agreement and the other Transaction Agreements or the consummation or performance of this Agreement, or (y) the consummation Acquisition. As of the Contemplated TransactionsClosing Date, which if individually all filings, notices and Consents to, with or in the aggregate were not with respect to Governmental Authorities set forth on such schedule have been duly made, given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken obtained and will take all actions necessary to ensure that the restrictions applicable to business combinations contained are in Section 203 of the DGCL are, full force and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionseffect.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote (a) The execution and the filing of the Certificate of Merger required delivery by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance Purchaser of this Agreement and each other Transaction Document to which it is or will be a party does not, and the performance by Purchaser of this Agreement and each other Transaction Document to which it is or will be a party will not, require any Consent or Permit of, registration, declaration or filing with, or notification to, any Governmental Authority, except (i) under applicable Antitrust Laws or Investment Screening Laws, (ii) under the Companyapplicable requirements of the Exchange Act or applicable blue sky laws, nor (yiii) compliance with any Permits relating to the Business, (iv) for such other Consents, filings or notifications, the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) The execution and delivery by Purchaser of this Agreement and each of the other Transaction Documents to which it is or will be a party does not, and the consummation of the Contemplated TransactionsTransactions will not, will directly (i) conflict with, violate or indirectly constitute a breach of, or require notice, consent or waiver under any provision of the organizational documents of Purchaser, (ii) conflict with, violate or constitute a breach of, or require any notice, consent or waiver under any Legal Requirement applicable to Purchaser, except with respect to the required filings and approvals set forth in Sections 5.2(a)(i) and (ii) and in Schedule 5.2(b)(ii) of the Purchaser Disclosure Schedule or (iii) result in a breach of, constitute (with or without due notice or lapse of time): (atime or both) contravenea default under, conflict with or result in a violation the creation or acceleration (or loss of benefit from) of any of the provisions of the Organizational Documents of the Company rights or any of its Subsidiaries; (b) contravene, conflict with or result in a violation ofobligations under, or give create in any Governmental Body party the right to challenge the Contemplated Transactions to, accelerate, terminate, modify or to exercise cancel, or require any remedy notice, consent or obtain any relief waiver under, any Law or any order, writ, injunction, judgment or decree Contract to which Purchaser is a party, except, in the Company or its Subsidiaries, or any case of the assets owned foregoing clauses (ii) or used by the Company or its Subsidiaries(iii), is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravenehave, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtainedaggregate, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionsa Purchaser Material Adverse Effect.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) Neither the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated TransactionsMerger, or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Parent Organization Documents or any resolution adopted by the stockholders, the Board of Directors or any committee of the Company or Board of Directors of any of its Subsidiariesthe SafeNet Corporations; (b) subject to such filings as may be required pursuant to the HSR and any Governmental Body action related thereto, contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any orderOrder, writ, injunction, judgment or decree to which any of the Company or its SubsidiariesSafeNet Corporations, or any of the material assets owned or used by any of the Company or its SubsidiariesSafeNet Corporations, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any material Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company SafeNet Corporations or its Subsidiaries, except as would not reasonably be expected to be that is otherwise material to the Company business of any of the SafeNet Corporations or its business;to any of the assets owned or used by any of the SafeNet Corporations; or (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Parent Material ContractContract (except for any such violation or breach which by its terms can be cured and is so cured within the applicable cure period or where the non-breaching party has no right to accelerate or terminate as a result of such violation or breach), or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Parent Material Contract; , (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any Company Parent Material Contract; , (iii) accelerate the maturity or performance of any Company Parent Material Contract; , or (iv) cancel, terminate or modify any term of any Company Parent Material Contract, except in the case of where any non-material such violation, breach, default, penalty default or modification; or (e) right which arises solely as a result in of the imposition or creation execution and delivery of any Encumbrance upon or with respect to any asset owned or used this Agreement by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) and the filing consummation of the Certificate of Merger with by the Secretary of State Company; Except as may be required by the Exchange Act, the DGCL and the rules and regulations of the State of Delaware pursuant Nasdaq Stock Market (as such rules and regulations relate to the DGCL, Registration Statement and (iithe Proxy Statement) and such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawspursuant to the HSR, none of the HSR Act or other Antitrust LawsSafeNet Corporations was, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the Contemplated Transactionsother transactions contemplated by this Agreement, except in the case of subsections (x) and (y), where the failure to make such filing, give such notice or obtain such consent would not have a Material Adverse Effect on the SafeNet Corporations.

Non-Contravention; Consents. Subject to obtaining (a) The execution and delivery of this Agreement by the Company and, assuming receipt of the Required Company Stockholder Vote and the filing accuracy of the Certificate of Merger required representations and warranties set forth in Section 3.10, the consummation by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation Company of the Contemplated Transactions, Merger will directly or indirectly not: (with or without notice or lapse of time): (ai) contravene, conflict with or result in cause a violation of any of the provisions of the Organizational Documents of the Company or any Company Subsidiary; (ii) assuming the consents and filings referred to in Section 2.6(b) and Section 3.5(b) are made and obtained, conflict with or violate any applicable Legal Requirements; or (iii) subject to Section 4.5, result in any loss, limitation or impairment of its Subsidiaries;any right of the Company or any Company Subsidiary to own or use any assets, result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any obligation or to the loss of a benefit under any Contract binding upon the Company or any Company Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other than Company Permitted Encumbrances) upon any of the properties, rights or assets of the Company or any Company Subsidiary, except, in the cases of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect. (b) contraveneExcept as may be required by the Securities Act, conflict with the Exchange Act, the DGCL, the HSR Act or result other applicable Antitrust Laws, applicable state securities takeover and “blue sky” laws or the rules and regulations of Nasdaq, and except as set forth in a violation ofPart 2.6(b) of the Company Disclosure Schedule, the Company and the Company Subsidiaries are not required to make any filing, registration, or declaration with, give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy notice to, or obtain any relief underconsent, Order, license, permit, clearance, waiver or approval from, any Law or any orderGovernmental Entity for the execution and delivery of this Agreement by the Company, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used performance by the Company of its covenants and obligations hereunder or its Subsidiariesthe consummation by the Company of the Merger, is subjectin each case, except as as, individually or in the aggregate, would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with constitute or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsAdverse Effect.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization Assuming that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or all Required Consents have been obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, Agreement by Seller and the Company Stockholder Support Agreements, the Company Lock-Up Collateral Agreements by Seller or any Subsidiary that is a party thereto and to the consummation of the Contemplated Transactions. No other state takeover statute transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar Law applies organizational document, (ii) violate or purports result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to apply a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the MergerPurchased Business or the Purchased Assets (including Seller’s external manufacturing and supply arrangements), or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Purchased Business or the Purchased Assets other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a Seller Material Adverse Effect. (b) No consent or approval of any Governmental Body or any other Third Party is required (i) for Seller or any Subsidiary of Seller to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the benefits of or delegate performance with regard thereto; (ii) for Seller or any Subsidiary of Seller to delegate the Assumed Liabilities to Buyer or a Buyer Designee; or (iii) for Seller or any Subsidiary of Seller to perform its respective obligations under this Agreement or any Collateral Agreement, the Company Stockholder Support Agreementsother than those consents and approvals which are set forth on Schedule 3.4(b) (collectively, the Company Lock-Up Agreements or any of the Contemplated Transactions“Required Consents”).

Non-Contravention; Consents. Subject to obtaining Assuming compliance with the Required Company Stockholder Vote and the filing applicable provisions of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under DGCL, the HSR Act and any other Antitrust all applicable foreign Competition Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under listing requirements of the HSR Act and other Antitrust LawsNew York Stock Exchange, neither (x1) the execution, delivery or performance of this Agreement by the CompanyAgreement, nor (y2) the consummation of the Merger or any of the other Contemplated TransactionsTransactions will, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents certificate of the Company incorporation, bylaws, certificate of formation, limited liability company operating agreement, or other charter or organizational documents of Everest or any of its Subsidiariesthe Newco Companies; (b) contravene, conflict with or result in a violation of, or give of any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which Everest or any of the Company or its SubsidiariesNewco Companies, or any of the assets owned or used by the Company or its SubsidiariesNewco Assets, is subject, except as where such contravention, conflict or violation would not not, individually or in the aggregate, reasonably be expected to be material to the Company or its businesshave a Newco Material Adverse Effect; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Newco Companies or its Subsidiariesthat otherwise relates to the Newco Business or to any of the Newco Assets, except as where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not not, individually or in the aggregate, reasonably be expected to be material to the Company or its businesshave a Newco Material Adverse Effect; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Newco Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company such Newco Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company such Newco Material ContractContract (other than any Everest Employee Plan); or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of any Company such Newco Material Contract, in each case except as would not, individually or in the case of any non-material breachaggregate, default, penalty or modificationreasonably be expected to have a Newco Material Adverse Effect; or (e) result in the imposition or creation of any material Encumbrance (other than a Permitted Encumbrance) upon or with respect to any asset owned Newco Asset, except as would not, individually or used by in the Company or its Subsidiaries (except for Permitted Encumbrances)aggregate, reasonably be expected to have a Newco Material Adverse Effect. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and by the Securities Act, the Exchange Act, state securities Lawslaws or “blue sky” laws, the DGCL, the HSR Act or other Antitrust LawsAct, any applicable foreign Competition Laws and any applicable listing requirements of the New York Stock Exchange, neither the Company Everest nor any of its Subsidiaries the Newco Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with with: (x) the execution, delivery or performance of this Agreement, ; or (y) the consummation of the Merger or any of the other Contemplated Transactions, which if except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate were not given or obtainedaggregate, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL arehave a Newco Material Adverse Effect, and will be, inapplicable to except for the execution, delivery and performance novation of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or Contracts with any of the Contemplated TransactionsGovernmental Body.

Non-Contravention; Consents. Subject to obtaining The execution and delivery of the Required Company Stockholder Vote Transaction Agreements, the License Agreement, the Security Agreement and the filing of Escrow Agreement, and the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery consummation or performance by Medicis Manufacturing, Medicis or Ascent, as applicable, of this Agreement by the Companytheir respective obligations hereunder and thereunder, nor (y) the consummation of the Contemplated Transactions, do not and will directly or indirectly (with or without notice or lapse of time):not: (a) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Medicis, Medicis Manufacturing, Ascent, any of the provisions of the Organizational Documents of the Company Acquired Assets or any of its Subsidiariesthe Intellectual Property is subject; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material applicable solely to the Company or its businessPediatrics Business; (dc) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company (i) loan, credit or note agreement, mortgage, security agreement, promissory note, license or other agreement to which Medicis, Medicis Manufacturing or Ascent is bound or affected, the contravention or conflict with or violation of which would have an Ascent Material Adverse Effect, or (ii) Material Acquired Business Contract, or subject to obtaining the Consent required thereunder listed on Part 2.3 of the Ascent Disclosure Schedule; (d) give any Person the right to: to (i) declare a default or exercise any remedy under any Company Material Acquired Business Contract; , (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Acquired Business Contract; , or (iviii) cancel, terminate or modify any term of any Company Material Acquired Business Contract, except subject in each case to obtaining the case Consent required thereunder listed on Part 2.3 of any non-material breach, default, penalty or modification; orthe Ascent Disclosure Schedule; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned of the Acquired Assets or used by the Company or its Subsidiaries (except for Intellectual Property, other than Permitted Encumbrances); or (f) contravene or conflict with the certificate of incorporation or bylaws of Medicis, Medicis Manufacturing or Ascent. Except for (i) the filing as set forth on Part 2.3 of the Certificate of Merger Ascent Disclosure Schedule and except with respect to the Secretary of State Acquired Business Contracts that are not required to be listed in Part 2.13(a) of the State of Delaware pursuant to the DGCLAscent Disclosure Schedule, and (ii) such consentsno filing with or notice to, waiversor Consent from, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries Person is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, execution and delivery of any of the Transaction Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result Except as set forth in a violation of any Section 3.6(a) of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust LawsDisclosure Letter, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance by Company of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to nor the consummation by Company of the Contemplated Transactions. No transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination, cancellation or expiration of, accelerate the performance required by, or result in a right of termination, cancellation, expiration or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Company or any Company Subsidiary, under any of the terms, conditions or provisions of, (x) its Articles of Incorporation, Bylaws or other state takeover statute governing documents, or similar Law applies (y) any note, bond, mortgage, indenture, deed of trust, securitization agreement, license, lease, contract, agreement or purports other instrument or obligation to apply to the Merger, this Agreement, the which Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsCompany Subsidiaries is a party, or by which Company or any of the Company Subsidiaries may be bound, or to which Company or any of the Company Subsidiaries or the properties or assets of any of them may be subject and that has or would reasonably be expected to have, in any such event specified in this clause (y), individually or in the aggregate, a Material Adverse Effect on Company; or (ii) subject to compliance with the statutes and regulations referred to in Section 3.6(b), violate any judgment, award, ruling, order, writ, injunction or decree, or any statute, rule or regulation applicable to, Company or any of the Company Subsidiaries or any of their respective properties or assets where such violation has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. (b) Except as set forth in Section 3.6(b) of the Disclosure Letter, no notice to, filing with, authorization of, exemption by, or consent or approval of, any governmental authority or other regulatory body is necessary to be obtained by Company or any Company Subsidiary for the consummation by Company of the transactions contemplated by this Agreement.

Non-Contravention; Consents. (a) Subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL DGCL, and subject to making all filings and notifications except as may be required in connection with set forth on Section 3.5 of the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsCompany Disclosure Schedule, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (bii) contravene, conflict with or result in a material violation of, or give any Governmental Body Authority or, to the Knowledge of the Company, any other Person the right to challenge the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree to Order by which the Company or its SubsidiariesCompany, or any of the assets owned or used by the Company or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to the Company or its business; (ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its businessCompany; (div) contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; , (iiiC) accelerate the maturity or performance of any Company Material Contract; Contract or (ivD) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). . (b) Except for (i) any Consent as set forth on Section 3.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to required by the DGCL, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawslaws, the HSR Act or other Antitrust LawsCompany was not, neither the Company nor any of its Subsidiaries is or not, and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Authority in connection with (x) the execution, delivery or performance of this Agreement, Agreement or (y) the consummation of the Contemplated Transactions, which which, if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. . (c) The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company SDI Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with DLLCA, the transactions described herein expiration or termination of any waiting period under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust applicable foreign competition Laws, neither (x) the execution, delivery or performance of this Agreement by the CompanySDI, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the SDI’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (b) contravene, conflict with or result in a material violation of, or to the Knowledge of SDI give any Governmental Body or other Person the right to challenge challenge, the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree to which the Company SDI or its Subsidiaries, or any of the assets owned or used by the Company SDI or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its businesshave a SDI Material Adverse Effect; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by the Company SDI or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its businesshave a SDI Material Adverse Effect; (d) contravene, conflict with or result in a violation or breach of, or result in a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, any provision of any Company SDI Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company SDI Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company SDI Material Contract; (iii) accelerate the maturity or performance of any Company SDI Material Contract; or (iv) cancel, terminate or modify any term of any Company SDI Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to (i) the Owned Shares or (ii) any other material asset owned or used by the Company SDI or its Subsidiaries (except for Permitted Encumbrances)Subsidiaries. Except for (i) any Consent set forth on Section 2.5 of the SDI Disclosure Letter under any SDI Contract, (ii) the Required SDI Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDGCL and DLLCA, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings Consents as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Act, and all applicable foreign competition Laws, if any, neither the Company SDI nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xA) the execution, delivery or performance of this Agreement, Agreement and the Transaction Documents or (yB) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company SDI Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, Agreement and the Company Stockholder Support Agreements, the Company Lock-Up Agreements Transaction Documents and to the consummation of the Contemplated Transactions. No other state takeover statute Takeover Statute or similar Law applies or purports to apply to the Merger, this AgreementAgreement and the Transaction Documents, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its SubsidiariesCompany; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its SubsidiariesCompany, or any of the assets owned or used by the Company or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to constitute, individually or in the aggregate, a Company or its businessMaterial Adverse Effect; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its SubsidiariesCompany, except as would not reasonably be expected to be material to constitute, individually or in the aggregate, a Company or its businessMaterial Adverse Effect; (div) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Material Contract; (iiB) receive any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material ContractContract solely as a result of the consummation of the Contemplated Transactions; (iiiC) accelerate the maturity or performance of any Company Material Contract; or (ivD) cancel, terminate or modify any term of any Company Material Contract, except as would not reasonably be expected to constitute, individually or in the case of any non-material breachaggregate, default, penalty or modificationa Company Material Adverse Effect; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). , except as would not reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect. (b) Except for (iA) any Consent set forth on Section 2.5 of the Company Disclosure Schedule under any Company Material Contract, (B) the Required Company Stockholder Vote, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, DGCL and (iiD) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust LawsCompany was, neither the Company nor any of its Subsidiaries is or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. . (c) The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute Takeover Statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to compliance with the HSR Act and any foreign antitrust Legal Requirement, obtaining the Required Company Potomac Stockholder Vote for the applicable Contemplated Transactions and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyPotomac, nor (y) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of Potomac, or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the Company or any board of its Subsidiariesdirectors of Potomac; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which the Company Potomac or its Subsidiaries, or any of the assets owned or used by the Company Potomac or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Potomac or its Subsidiaries or that otherwise relates to the Company business of Potomac or its Subsidiaries or to any of the assets owned or used by Potomac or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Potomac Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Potomac Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any Company Material such Potomac Contract; (iii) accelerate the maturity or performance of any Company Material Potomac Contract; or (iv) cancel, terminate or modify any term of any Company Material Potomac Contract, except except, in the case of any Potomac Material Contract, any non-material breach, default, penalty or modification; ormodification and, in the case of all other Potomac Contracts, any breach, default, penalty or modification that would not result in a Potomac Material Adverse Effect; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company Potomac or its Subsidiaries (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of Potomac); or (f) result in, or increase the likelihood of, the transfer of any material asset of Potomac or its Subsidiaries to any Person. Except for (i) for any Consent set forth on Part 2.20 of the Potomac Disclosure Schedule under any Potomac Contract, (ii) the approval of this Agreement and the Contemplated Transactions by Potomac’s stockholders, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) any required filings under the HSR Act and any foreign antitrust Legal Requirement and (iiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Lawslaws, neither the Company Potomac nor any of its Subsidiaries is was, is, or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions.

Non-Contravention; Consents. (a) Subject to compliance with obtaining the Required Company Stockholder Vote required approvals of the stockholders of Axxxxx and the filing of the Certificate of Merger required by with the Secretary of State of Delaware pursuant to the DGCL and subject the Secretary of State of the State of New Jersey pursuant to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsNJBCA, neither (x) the execution, delivery or performance of this Agreement by the CompanyAxxxxx, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body Entity or other Person the right to challenge the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree to Order by which the Company or its SubsidiariesAxxxxx, or any of the material assets owned or used by the Company or its SubsidiariesAxxxxx, is subject, except as would not reasonably be expected to be material to the Company or its business; (cii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be and material to the Company or its businessAxxxxx; (diii) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Adamis Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Adamis Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Adamis Material Contract; , (iiiC) accelerate the maturity or performance of any Company Adamis Material Contract; , or (ivD) cancel, terminate or modify any term of any Company Adamis Material Contract, except in each of the case of any non-material breach, default, penalty or modificationabove cases as would not reasonably be expected to have a Material Adverse Effect on Adamis; or (eiv) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries Axxxxx (except for Permitted Encumbrances). ) that is material to its business. (b) Except for (i) the Required Adamis Stockholder Vote, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the Secretary of State of the State of New Jersey pursuant to the NJBCA, (iii) such filings as may be required under applicable securities laws, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal which, if not obtained or made, would not have a Material Adverse Effect on Axxxxx, Xxxxxx is not and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will not be required to make any filing with or give any notice to, or to obtain any waiver or Consent from, any Governmental Body Entity or Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. (a) Subject to compliance with obtaining the Required Company DMK Stockholder Vote and the filing of the Certificate of Merger required by Mxxxxx with the Secretary of State of Delaware pursuant to the DGCL and subject the Secretary of State of New Jersey pursuant to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsNJBCA, neither (x) the execution, delivery or performance of this Agreement by the CompanyDMK, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body Entity or other Person the right to challenge the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree to Order by which the Company or its SubsidiariesDMK, or any of the material assets owned or used by the Company or its SubsidiariesDMK, is subject, except as would not reasonably be expected to be material to the Company or its business; (cii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be and material to the Company or its businessDMK; (diii) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company DMK Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company DMK Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company DMK Material Contract; , (iiiC) accelerate the maturity or performance of any Company DMK Material Contract; , or (ivD) cancel, terminate or modify any term of any Company DMK Material Contract, except in each of the case of any non-material breach, default, penalty or modificationabove cases as would not reasonably be expected to have a Material Adverse Effect on DMK; or (eiv) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries DMK (except for Permitted Encumbrances). ) that is material to its business. (b) Except for (i) the Required DMK Stockholder Vote, (ii) the filing of the Certificate of Merger with the Secretary of State of Delaware pursuant to the DGCL and the Secretary of State of the State of Delaware pursuant to the DGCLNJBCA, (iii) such filings as may be required under applicable securities laws, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal which, if not obtained or made, would not have a Material Adverse Effect on DMK, DMK is not and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will not be required to make any filing with or give any notice to, or to obtain any waiver or Consent from, any Governmental Body Entity or Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL and subject to making all any filings and notifications as may be required in connection with the transactions described herein under the Xxxx-Xxxxx-Xxxxxx Act (the “HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsAct”), neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or, to the Knowledge of the Company, other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) to the Knowledge of the Company, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) any Consent set forth on Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, Agreement and the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions. The Company is not included within a “person” (as defined in 16 C.F.R. § 801.1(a)(1)) that has one hundred and sixty one million, five hundred thousand dollars ($161,500,000) or more of total assets or annual net sales, in each case as determined in accordance with 16 C.F.R. § 801.11.

Non-Contravention; Consents. Subject to obtaining the Required Company Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the CompanyParent or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its SubsidiariesMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Parent or its SubsidiariesMerger Sub, or any of the assets owned or used by the Company Parent or its SubsidiariesMerger Sub, is subject, except as would not reasonably be expected to be material to the Company Parent or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its SubsidiariesParent, except as would not reasonably be expected to be material to the Company Parent or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Parent Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Parent Material Contract; (iii) accelerate the maturity or performance of any Company Parent Material Contract; or (iv) cancel, terminate or modify any term of any Company Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries Parent (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries Parent is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. The Company Parent Board has and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Parent Stockholder Support Agreements, Agreements and the Company Parent Lock-Up up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Parent Stockholder Support Agreements, the Company Parent Lock-Up up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining Assuming compliance with the Required Company Stockholder Vote applicable provisions of the DGCL, the HSR Act, if applicable, any foreign antitrust Legal Requirements and the filing listing requirements of the Certificate NASDAQ Global Market, except as set forth in Part 2.24 of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsCompany Disclosure Schedule, neither (x1) the execution, execution and delivery or performance of this Agreement by the Company, nor (y2) the consummation of the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the Company Avanex Corporations; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of its Subsidiariesthe board of directors of any of the Avanex Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesAvanex Corporations, or any of the assets owned or used by any of the Company or its SubsidiariesAvanex Corporations, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Avanex Corporations or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the Company business of any of the Avanex Corporations or its businessto any of the assets owned or used by any of the Avanex Corporations; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any tangible asset owned or used by any of the Company or its Subsidiaries Avanex Corporations (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Avanex Corporations); or (f) result in the disclosure or delivery to any escrowholder or other Person of any Company IP (including Company Source Code), or the transfer of any material asset of any of the Avanex Corporations to any Person. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawsby the Exchange Act, the DGCL, the HSR Act or other Antitrust LawsAct, neither any foreign antitrust Legal Requirement and the Company nor any listing requirements of its Subsidiaries the NASDAQ Global Market (as they relate to the Joint Proxy Statement/Prospectus), none of the Avanex Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with with: (x) the execution, delivery or performance of this Agreement, ; or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and, if and to the extent required, subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consentsand, authorizationsif required, clearances, approvals and the expiration of the waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Lawsthereunder, neither (x) the execution, delivery or performance of this Agreement by the CompanyParent or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Parent or its Subsidiaries, or any of the assets owned or used by the Company Parent or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company Parent or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Parent or its Subsidiaries, except as would not reasonably be expected to be material to the Company Parent or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default or loss of a benefit (with or without notice or lapse of time, or both) under, any provision of any Company Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Parent Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Parent Material Contract; (iii) accelerate the maturity or performance of any Company Parent Material Contract; or (iv) first offer or first refusal under, cancel, terminate or modify modify, any term of any Company Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset or right owned or used by the Company Parent or its Subsidiaries (except for Permitted EncumbrancesEncumbrances and any Encumbrances upon or with respect to Potentially Transferable Assets imposed or created pursuant to the express terms of an Asset Disposition). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, Laws or the HSR Act or other Antitrust LawsAct, neither the Company Parent nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. The Company Parent Board has and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Parent Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Parent Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining (a) Assuming compliance with the Required Company Stockholder Vote HSR Act and all applicable foreign Antitrust Laws and FDI Laws, the listing requirements of the NYSE and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under Secretary of State of the HSR Act State of Delaware, pursuant to the applicable provisions of the DLLCA, and any other Antitrust Laws and obtaining provided that all consents, authorizationsapprovals, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act authorizations and other Antitrust Lawsactions described in Section 3.5(b) have been obtained or taken, except as set forth in Section 3.5(a) of the Merger Partner Disclosure Letter, neither (x1) the execution, delivery or performance of this Agreement by or the Company, other Transaction Documents nor (y2) the consummation of any of the Contemplated Transactions, will will, directly or indirectly (with or without notice or lapse of time): ), (ai) require a consent or approval under, contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of (A) Merger Partner or (B) any of the Company other members of the Merger Partner Group, except, in the case of clause (B), where such contravention, conflict or violation, individually or in the aggregate, would not reasonably be expected to (1) be material to the Merger Partner Business or the Merger Partner Group, taken as a whole, or (2) prevent or materially delay, materially interfere with or materially impair the consummation by the members of the Merger Partner Group of the Merger, the Distribution or any of its Subsidiaries; the material Contemplated Transactions; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or to obtain any relief under, any Law or any order, writ, injunction, judgment or decree Governmental Order to which any member of the Company or its SubsidiariesMerger Partner Group, or any of the assets owned or used by any member of the Company or its SubsidiariesMerger Partner Group, is subject, except as where such contravention, conflict, violation, challenge or remedy, individually or in the aggregate, would not reasonably be expected to (1) be material to the Company Merger Partner Business or its business; the Merger Partner Group, taken as a whole, or (c2) prevent or materially delay, materially interfere with or materially impair the consummation by the members of the Merger Partner Group of any of the Merger, the Distribution or any of the material Contemplated Transactions; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give of any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization Permit that is held by any member of the Company Merger Partner Group or its Subsidiariesthat relates to the Merger Partner Business or to any of the assets owned or used by any member of the Merger Partner Group, except as where such contravention, conflict or violation, individually or in the aggregate, would not reasonably be expected to (A) be material to the Company Merger Partner Business or its business; the Merger Partner Group, taken as a whole, or (dB) prevent or materially delay, materially interfere with or materially impair the consummation by the members of the Merger Partner Group of the Merger, the Distribution or any of the material Contemplated Transactions; or (iv) require a consent or approval under, contravene, conflict with or result in a violation or breach of, or result in a termination (or right of termination) or default under, any provision of any Company Merger Partner Material Contract, or give any Person the right to: , (iA) declare a default or exercise any remedy under any Company such Merger Partner Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iiiB) accelerate the maturity or performance of any Company such Merger Partner Material ContractContract (other than any Merger Partner Benefit Arrangement); or (ivC) cancel, terminate or modify any right, benefit, obligation or other term of any Company such Merger Partner Material Contract, except in the case of any non-material breach, default, penalty ; or modification; or (eD) result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any asset owned or used by any member of the Company Merger Partner Group or its Subsidiaries the Merger Partner Business, in each case, except where such consent, approval, contravention, conflict, violation, default, acceleration, cancellation, termination, modification or Encumbrance, individually or in the aggregate, would not reasonably be expected to (except for Permitted Encumbrances). 1) be material to the Merger Partner Business or the Merger Partner Group, taken as a whole, or (2) prevent or materially delay, materially interfere with or materially impair the (b) Except for (i) the filing as set forth in Section 3.5(b) of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLPartner Disclosure Letter, and or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and by the Securities Act, the Exchange Act, state securities Laws or “blue sky” Laws, the DGCL (including the Merger Partner Stockholder Vote), the DLLCA, the receipt of Governmental Approvals under the HSR Act or other Antitrust Act, Gaming Laws, neither all applicable foreign Antitrust Laws and FDI Laws, Financial Services Laws, the Company nor listing requirements of the NYSE and those matters, regulatory Consents, approvals and waivers set forth in Section 3.5(c) of the Merger Partner Disclosure Letter (which shall include a list of all Consents required under any Money Services Laws), no member of its Subsidiaries the Merger Partner Group is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Authority in connection with (xA) the execution, delivery or performance of this Agreement, Agreement or the other Transaction Documents or (yB) the consummation of any of the Contemplated Transactions, which if except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate were not given or obtainedaggregate, would reasonably be expected to (1) be material to the Merger Partner Business or the Merger Partner Group, taken as a whole, or (2) prevent or materially delay delay, materially interfere with or materially impair the ability consummation by the members of the Company Merger Partner Group of the Merger, the Distribution or any of the material Contemplated Transactions. (c) Section 3.5(c) of the Merger Partner Disclosure Letter sets forth each jurisdiction in which each member of the Merger Partner Group holds any Money Services Permits and other Permits that are required for each member of the Merger Partner Group (as applicable) to consummate operate the Merger Partner Business and indicates whether any Consent or approval from, or notice to or registration with, any Governmental Authority is required in connection with the change of control of the Merger Partner Business as a result of or in connection with the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure To the extent that the restrictions applicable to business combinations contained in Section 203 any member of the DGCL areMerger Partner Group engages in activities in any jurisdiction, and will bedirectly or indirectly through agents, inapplicable to the executionauthorized delegates, delivery and performance of this Agreementor other third parties, involving money transmission, the Company Stockholder Support Agreementssale of payment instruments, the Company Lock-Up Agreements issuance, sale or loading of prepaid or stored value, the cashing of checks or the sale, exchange, trading or custody of virtual currency or other digital assets and such activity is not conducted pursuant to the consummation a Money Services Permit of such member of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the MergerMerger Partner Group, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any Section 3.5(c) of the Contemplated Transactions.Merger Partner Disclosure Letter sets forth each contractual or other arrangement currently in place upon which such member of the Merger Partner Group relies as a basis for engaging in such conduct in such jurisdiction without a Money Services Permit. 3.6

Non-Contravention; Consents. Subject to obtaining the Required Company Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement or the other Transaction Documents to which any of them is a party by the CompanyParent or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Parent or any of its Subsidiaries, or any of the assets owned or used by the Company Parent or any of its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company Parent or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Parent or any of its Subsidiaries, except as would not reasonably be expected to be material to the Company Parent or its business; (d) contraveneexcept as set forth in Section 3.5 of the Parent Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with or with, result in a violation or breach of, constitute a default or result in an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any provision party the right to accelerate, terminate, modify or cancel any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any Company of its Subsidiaries is bound or to which any of their properties and assets are subject (including any Parent Material Contract) or any permit affecting the properties, assets or give business of Parent or any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contractits Subsidiaries, except in the case of any non-as would not reasonably be expected to be material breach, default, penalty to Parent or modificationits business; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company Parent or any of its Subsidiaries (except for Permitted Encumbrances), except as would not reasonably be expected to be material to Parent or its business. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries Parent is or will be not required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, Agreement or the other Transaction Documents or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. The Company Parent Board has and the Merger Sub Board have taken and will take all actions reasonably necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, Agreement and the Company Stockholder Support Agreements, the Company Lock-Up Agreements other Transaction Documents and to the consummation of the Contemplated Transactions. No To the Knowledge of Parent, no other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements other Transaction Documents or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining (a) Assuming compliance with the Required Company Stockholder Vote applicable provisions of the DGCL, the DLLCA, the HSR Act, the Securities Act, state securities or “blue sky” laws, the Exchange Act and the filing listing requirements of the Certificate of Merger required by New York Stock Exchange and, with respect to clauses “(ii)” through “(v)” below, except as, individually or in the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consentsaggregate, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither would not either: (x) reasonably be expected to have a Company Material Adverse Effect; or (y) reasonably be expected to prevent or materially impair or delay the consummation of the Mergers or any of the other Contemplated Transactions, neither the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Mergers or any of the other Contemplated TransactionsTransactions will, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the Company or any of its SubsidiariesEntities; (bii) contravene, contravene or conflict with or result in a violation of, or give any Governmental Body the right to challenge the Mergers or any of the other Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesEntities, or any of the assets owned or used by any of the Company or its SubsidiariesEntities, is subject, except as would not reasonably be expected to be material to the Company or its business; (ciii) contravene, contravene or conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Entities or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the business of any of the Company Entities or its businessto any of the assets owned or used by any of the Company Entities; (div) contravene, contravene or conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any such Company Material Contract; (iiB) any material payment, receive or require a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iiiC) accelerate the maturity or performance of any such Company Material Contract; or (ivD) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Company or its Subsidiaries Entities (except for Permitted Encumbrances). Except for (i) minor Encumbrances that will not, in any case or in the filing aggregate, materially detract from the value of the Certificate assets subject thereto or materially impair the operations of Merger with the Secretary of State any of the State of Delaware pursuant to the DGCL, and Company Entities). (iib) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings Except as may be required under applicable federal and state securities Lawsby the Exchange Act, the DGCL, the HSR Act Act, the Securities Act, state securities or other Antitrust Laws“blue sky” laws, neither and the listing requirements of the New York Stock Exchange (as they relate to the Form S-4 Registration Statement), none of the Company nor any of its Subsidiaries Entities was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with with: (x) the execution, delivery or performance of this AgreementAgreement by the Company; (y) the Voting Agreements, or (yz) the consummation of the Mergers or any of the other Contemplated Transactions, which if except, in each case, where the failure to make such filings, give such notices or obtain such Consents, individually or in the aggregate were not given or obtainedaggregate, would not reasonably be expected to prevent or materially delay the ability of the have a Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsMaterial Adverse Effect.

Non-Contravention; Consents. Subject to obtaining the (a) Assuming that all Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consentsConsents have been obtained, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or and performance of this Agreement by Seller and the Company, nor (y) Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the Contemplated Transactionstransactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, will directly or indirectly conflict with, any provision of Seller's or the applicable Subsidiary's charter, by-laws or similar organizational document, (with or without notice or lapse of time): (aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of, result in the right to accelerate, acceleration or cancellation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation ofobligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, Contract, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the CATV Business or the Purchased Assets, or (iii) violate any order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the right to challenge CATV Business or the Contemplated Transactions or to exercise any remedy or obtain any relief underPurchased Assets, other than in the case of clauses (ii) and (iii), any Law such violations, breaches, defaults, accelerations or any ordercancellations of obligations or rights that, writindividually or in the aggregate, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would have not had and could not reasonably be expected to be material to the Company or its business;have a Seller Material Adverse Effect. (cb) contraveneNo consent, conflict with approval, order or result in a violation of any of the terms or requirements authorization of, or give any Governmental Body the right to revokeregistration, withdraw, suspend, cancel, terminate declaration or modifyfiling with, any Governmental Authorization that Person is held required to be obtained by Seller or a Subsidiary in connection with the Company execution, delivery and performance of this Agreement or its Subsidiariesthe Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby by Seller or a Subsidiary, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) consents or approvals of Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the filing benefits of or delegate performance with regard thereto set forth in Schedule 3.4(b) (the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, "Required Consents") and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and or filings as may the failure of which to be required under applicable federal and state securities Lawsobtained or made, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were aggregate, have not given or obtained, would had and could not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionshave a Seller Material Adverse Effect.

Non-Contravention; Consents. Subject to compliance with the HSR Act and any foreign antitrust Legal Requirement, obtaining the Required Company Tigris Stockholder Vote for the applicable Contemplated Transactions and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyTigris or Merger Sub, nor (y) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of Tigris or Merger Sub, or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the Company board of directors of Tigris or any of its SubsidiariesMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which the Company Tigris or its Subsidiaries, a Tigris Subsidiary or any of the assets owned or used by the Company Tigris or its Subsidiariesa Tigris Subsidiary, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Tigris or its Subsidiaries, except as would not reasonably be expected to be material a Tigris Subsidiary or that otherwise relates to the Company business of Tigris or its businessa Tigris Subsidiary or to any of the assets owned or used by Tigris or a Tigris Subsidiary; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Tigris Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Tigris Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any Company Material such Tigris Contract; (iii) accelerate the maturity or performance of any Company Material Tigris Contract; or (iv) cancel, terminate or modify any term of any Company Material Tigris Contract; except, except in the case of any Tigris Material Contract, any non-material breach, default, penalty or modification; ormodification and, in the case of all other Tigris Contracts, any breach, default, penalty or modification that would not result in a Tigris Material Adverse Effect; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company Tigris or its Subsidiaries a Tigris Subsidiary (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of Tigris or a Tigris Subsidiary); or (f) result in, or increase the likelihood of, the transfer of any material asset of Tigris or a Tigris Subsidiary to any Person. Except for (i) for any Consent set forth on Part 3.19 of the Tigris Disclosure Schedule under any Tigris Contract, (ii) the approval of the Merger and the issuance of shares of Tigris Common Stock in the Merger, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) any required filings under the HSR Act, any foreign antitrust Legal Requirement and (iiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Lawslaws, neither the Company Tigris nor any of its Subsidiaries is was, is, or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions.

Non-Contravention; Consents. (a) Subject to obtaining compliance with any applicable Antitrust Law, and obtaining, complying with and making the filings under the Keystone Required Company Stockholder Vote Approvals and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsU.S. Merger, neither (xi) the execution, delivery or performance of this Agreement by the CompanyKeystone, nor (yii) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Keystone’s or any of its Subsidiaries’ Organizational Documents; (bii) contravene, conflict with or result in a material violation of, or give any Governmental Body Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to Order by which the Company Keystone or its Subsidiaries, or any of the assets owned or used by the Company Keystone or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Keystone or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (div) contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Keystone Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Keystone Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Keystone Material Contract; , (iiiC) accelerate the maturity or performance of any Company Keystone Material Contract; Contract or (ivD) cancel, terminate or modify any term of any Company Keystone Material Contract, except in the case of any non-material breach, default, penalty or modification; or (ev) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned or used by the Company Keystone or its Subsidiaries (except for Permitted Encumbrances). . (b) Except for (i) any Consent set forth on Section 4.5 of the Keystone Disclosure Schedule under any Keystone Contract, (ii) the Keystone Stockholder Transaction Approval, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLU.S. Merger, and (iiiii) any required filings under any applicable Antitrust Law, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities LawsLaws (collectively, the HSR Act “Keystone Required Approvals”), and (v) where the failure to obtain such Consents, or other Antitrust Lawsto make such filings with or give notifications to, any Person, would not reasonably be expected to have, individually or in the aggregate, a Keystone Material Adverse Effect, neither the Company Keystone nor any of its Subsidiaries is was, is, or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xA) the execution, delivery or performance of this Agreement, Agreement or (yB) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining Assuming compliance with the Required Company Stockholder Vote applicable provisions of the DGCL, the HSR Act, any foreign antitrust Legal Requirements and the filing listing requirements of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsNASDAQ Global Select Market, neither (x1) the execution, execution and delivery or performance of this Agreement by the Company, nor (y2) the consummation of the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the Company Opnext Corporations; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of its Subsidiariesthe board of directors of any of the Opnext Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesOpnext Corporations, or any of the assets owned or used by any of the Company or its SubsidiariesOpnext Corporations, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Opnext Corporations or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the Company business of any of the Opnext Corporations or its businessto any of the assets owned or used by any of the Opnext Corporations; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any tangible asset owned or used by any of the Company or its Subsidiaries Opnext Corporations (except for the Company Permitted EncumbrancesEncumbrances or minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Opnext Corporations taken as a whole); or (f) result in the disclosure or delivery to any escrowholder or other Person of any material Company IP (including Company Source Code), or the transfer of any asset of any of the Opnext Corporations to any Person. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawsby the Exchange Act, the DGCL, the HSR Act or other Antitrust LawsAct, neither any foreign antitrust Legal Requirement and the Company nor any listing requirements of its Subsidiaries the NASDAQ Global Market and the NASDAQ Global Select Market (as they relate to the Joint Proxy Statement/Prospectus), none of the Opnext Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with with: (x) the execution, delivery or performance of this Agreement, ; or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither Neither (x) the execution, delivery or performance of this Agreement Agreement, by the Company, Xcyte nor (y) the consummation of the Contemplated TransactionsStock Purchase or the Charter Amendments, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of Xcyte, or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the Company or any board of its Subsidiariesdirectors of Xcyte; (b) subject to compliance with the HSR Act (if applicable) and any applicable foreign antitrust Legal Requirement, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions Stock Purchase or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its SubsidiariesXcyte, or any of the assets owned or used by the Company or its SubsidiariesXcyte, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Xcyte or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the Company business of Xcyte or its businessto any of the assets owned or used by Xcyte; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Xcyte Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Xcyte Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any Company Material such Xcyte Contract; (iii) accelerate the maturity or performance of any Company Material Xcyte Contract; or (iv) cancel, terminate or modify any term of any Company Xcyte Contract; except, in each case, (A) as relates to any Xcyte Contract that is a Xcyte Material Contract, except in the case of any non-material breach, default, penalty or modification; ormodification and, (B) as relates to all other Xcyte Contracts, any breach, default, penalty or modification that has not resulted in and would not reasonably be expected to result in a Xcyte Material Adverse Effect; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries Xcyte (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of Xcyte); or (f) result in, or increase the likelihood of, the transfer of any material asset of Xcyte to any Person. Except for (i) for any Consent set forth on Section 3.21 of the Xcyte Disclosure Schedule under any Xcyte contract, (ii) the filing of the Certificate of Merger Amendment with the Secretary of State of the State of Delaware pursuant to Delaware, (iii) such filings under the DGCLHSR Act (if applicable), and any applicable foreign antitrust Legal Requirement, (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.,

Non-Contravention; Consents. Subject to obtaining Assuming compliance with the Required Company Stockholder Vote applicable provisions of the DGCL, the rules and regulations of the SEC, and the filing listing requirements of the Certificate Nasdaq Global Market, except (i) as set forth in Part 2.25 of Merger required by the DGCL and subject Company Disclosure Schedule or (ii) in the case of clauses (b) through (e) as would not be material to making all filings and notifications the Tetraphase Companies, taken as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Lawsa whole, neither (x1) the execution, delivery or performance by the Company of this Agreement by the CompanyAgreement, nor (y2) the consummation by the Company of the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the Company or any of its SubsidiariesTetraphase Companies; (b) contravene, conflict with or result in a violation of, or give of any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesTetraphase Companies, or any of the assets owned or used by any of the Company or its SubsidiariesTetraphase Companies, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its businessTetraphase Companies; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any tangible asset owned or used by any of the Company or its Subsidiaries Tetraphase Companies (except for the Company Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawsby the Exchange Act, the HSR Act or other Antitrust LawsDGCL and the listing requirements of the Nasdaq Global Market (to the extent they relate to the Proxy Statement/Prospectus and the Form S-4 Registration Statement), neither none of the Company nor any of its Subsidiaries Tetraphase Companies was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with with: (x) the execution, delivery or performance of this Agreement, Agreement by the Company; or (y) the consummation by the Company of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions, except where the failure to make any such filing or give any such notice or to obtain any such Consent would not would not be material to the Tetraphase Companies, taken as a whole.

Non-Contravention; Consents. Subject to obtaining the (a) Assuming that all Required Company Stockholder Vote Consents (as defined in Section 3.4(b)) and the filing EDA Approval have been obtained, the execution, delivery and performance of this Agreement and the Collateral Agreements by Seller and the consummation of the Certificate transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Merger Seller’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any Contract to which Seller is a party or by which it is bound and which relates to the Foundry Operation or the Purchased Assets, in each case which would result in a Seller Material Adverse Effect, or (iii) violate any applicable Law of any Governmental Body having jurisdiction over Seller, the Foundry Operation or the Purchased Assets, in each case which would result in a Seller Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by the DGCL and subject to making all filings and notifications as may be required Seller in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or and performance of this Agreement by and the Company, nor (y) Collateral Agreements to which Seller will be a party or for the consummation of the Contemplated Transactions, will directly transactions contemplated hereby or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used thereby by the Company or its Subsidiaries, is subjectSeller, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) consents or approvals of Governmental Bodies or other Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or Assumed Liabilities or assign the filing benefits of or delegate performance with regard thereto in any material respect, each of which are set forth in Schedule 3.4(b) (the Certificate of Merger with “Required Consents”) and the Secretary of State of the State of Delaware pursuant to the DGCLEDA Approval, and (ii) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and or filings as may the failure of which to be required under applicable federal and state securities Lawsobtained or made, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were aggregate, have not given or obtained, would had and could not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionshave a Seller Material Adverse Effect.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing Except as set forth in Part 4.10 of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsReShape Disclosure Schedule, neither (x) the executionexecution and delivery of any of the Transactional Agreements, delivery nor the consummation or performance of this Agreement by the Company, nor (y) the consummation any of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Organizational Documents ReShape’s certificate of incorporation or bylaws, or (ii) any resolution adopted by the Company or ReShape’s board of directors, including any of its Subsidiariescommittee thereof; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any applicable Law or any order, writ, injunction, judgment or decree Order to which the Company or its SubsidiariesReShape, or any of the assets owned or used by the Company or its SubsidiariesReShape IGB Assets, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the ReShape IGB Assets or is held by the Company ReShape or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its businessany employee of ReShape; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material ReShape IGB Business Contract, or ; (e) give any Person the right to: to (i) declare a default or exercise any remedy under any Company Material ReShape IGB Business Contract; , (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material ReShape IGB Business Contract; , or (iviii) cancel, terminate or modify any term of any Company Material ReShape IGB Business Contract, except in the case of any non-material breach, default, penalty or modification; or (ef) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by of the Company or its Subsidiaries (except for Permitted Encumbrances)ReShape IGB Assets. Except for (i) the filing as set forth in Part 4.10 of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLReShape Disclosure Schedule, ReShape was not, is not and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, execution and delivery of any of the Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining (a) Assuming compliance with the Required Company Stockholder Vote applicable provisions of the DGCL, the DLLCA, the HSR Act, the Securities Act, state securities or “blue sky” laws, the Exchange Act and the filing listing requirements of the Certificate of Merger required by New York Stock Exchange and, with respect to clauses “(ii)” through “(v)” below, except as, individually or in the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consentsaggregate, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither would not either: (x) reasonably be expected to have a Parent Material Adverse Effect; or (y) reasonably be expected to prevent or materially impair or delay the consummation of the Mergers or any of the other Contemplated Transactions, neither the execution, delivery or performance of this Agreement by the CompanyParent, nor (y) the consummation of the Mergers or any of the other Contemplated TransactionsTransactions will, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of any of the Company or any of its SubsidiariesParent Entities; (bii) contravene, contravene or conflict with or result in a violation of, or give any Governmental Body the right to challenge the Mergers or any of the other Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesParent Entities, or any of the assets owned or used by any of the Company or its SubsidiariesParent Entities, is subject, except as would not reasonably be expected to be material to the Company or its business; (ciii) contravene, contravene or conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company Parent Entities or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the Company business of any of the Parent Entities or its businessto any of the assets owned or used by any of the Parent Entities; (div) contravene, contravene or conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Parent Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company such Parent Material Contract; (iiB) any material payment, receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company such Parent Material Contract; (iiiC) accelerate the maturity or performance of any Company such Parent Material Contract; or (ivD) cancel, terminate or modify any right, benefit, obligation or other term of any Company such Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Company or its Subsidiaries Parent Entities (except for Permitted Encumbrances). Except for (i) minor Encumbrances that will not, in any case or in the filing aggregate, materially detract from the value of the Certificate assets subject thereto or materially impair the operations of Merger with the Secretary of State any of the State of Delaware pursuant to the DGCL, and Parent Entities). (iib) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings Except as may be required under applicable federal and state securities Lawsby the Exchange Act, the DGCL, the HSR Act Act, the Securities Act, state securities or other Antitrust Laws“blue sky” laws, neither and the Company nor any listing requirements of its Subsidiaries the New York Stock Exchange (as they relate to the Form S-4 Registration Statement), none of the Parent Entities was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with with: (x) the execution, delivery or performance of this Agreement, Agreement by Parent; or (y) the consummation of the Mergers or any of the other Contemplated Transactions, which if except, in each case, where the failure to make such filings, give such notices or obtain such Consents, individually or in the aggregate were not given or obtainedaggregate, would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionshave a Parent Material Adverse Effect.

Non-Contravention; Consents. Subject to compliance with the HSR Act and any foreign antitrust Law, obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) any Consent set forth on Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) any required filings under the HSR Act and any foreign antitrust Law and (iiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Lawslaws, neither the Company nor any of its Subsidiaries is was, is, or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, Agreement and the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (xa) the The execution, delivery or and performance of this Agreement by Seller and the Company, nor (y) Collateral Agreements by Seller that is a party thereto and the consummation of the Contemplated Transactionstransactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, will directly or indirectly conflict with, any provision of Seller’s charter, by-laws or similar organizational document, (with or without notice or lapse of time): (aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation ofobligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller is a party or by which it is bound and which relates to the Seller Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, the right to challenge Seller Business or the Contemplated Transactions or to exercise any remedy or obtain any relief underPurchased Assets, other than in the case of clauses (ii) and (iii), any Law such violations, breaches, defaults, accelerations or any ordercancellations of obligations or rights that, writindividually or in the aggregate, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would are not and could not reasonably be expected to be material to the Company Seller Business, taken as a whole. b) No consent, approval, order or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements authorization of, or give any Governmental Body the right to revokeregistration, withdraw, suspend, cancel, terminate declaration or modifyfiling with, any Governmental Authorization that Person is held required to be obtained by Seller in connection with the Company execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller will be a party or its Subsidiariesfor the consummation of the transactions contemplated hereby or thereby by Seller, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and or filings as may the failure of which to be required under applicable federal and state securities Lawsobtained or made, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were aggregate, are not given or obtained, would and could not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable be material to the executionSeller Business, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionstaken as a whole.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and, if and to the extent required, subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consentsand, authorizationsif required, clearances, approvals and the expiration of the waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Lawsthereunder, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its SubsidiariesCompany; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its SubsidiariesCompany, or any of the assets owned or used by the Company or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its SubsidiariesCompany, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default or loss of a benefit (with or without notice or lapse of time, or both) under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) first offer or first refusal under, cancel, terminate or modify modify, any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset or right owned or used by the Company or its Subsidiaries the Surviving Corporation (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities LawsLaws or the HSR Act, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining Assuming compliance with the Required Company Stockholder Vote and the filing applicable provisions of the Certificate of Merger required by Exchange Act, the DGCL and subject to making all filings and notifications as may be required in connection with Corporations Act, the transactions described herein under DGCL, the HSR Act and any other foreign Antitrust Laws (as defined below), and obtaining all consentsthe applicable requirements of the ASX Listing Rules, authorizations, clearances, approvals and waiting period expirations or terminations except as may be required set forth in connection with Schedule 2.20 of the transactions described herein under the HSR Act and other Antitrust LawsCompany Disclosure Schedule, neither (x1) the execution, execution and delivery or performance of this Agreement by the Company, nor (y2) the consummation of the Merger or any of the other Contemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents certificate of incorporation or bylaws (or similar documents) of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or Company, any of its Subsidiaries, or any of the their respective material assets owned or used by the Company or its Subsidiaries, is are subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, of any Governmental Authorization that is held by the Company or any of its Subsidiaries or that otherwise relates to the business of the Company and its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a material default or exercise any material remedy under any such Company Material Contract; (ii) any receive or obtain a material payment, rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iv) cancel, terminate or materially modify any right, benefit, obligation or other term of any such Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries Subsidiaries; The Company is or not, and will be not be, required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with with: (xi) the execution, delivery or performance of this Agreement, ; or (yii) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions, except in each case as may be required by the applicable provisions of the Exchange Act, the Corporations Act, the DGCL, the HSR Act and any foreign Antitrust Laws, and the applicable requirements of the ASX Listing Rules.

Non-Contravention; Consents. Subject to obtaining (a) Assuming compliance with the Required Company Stockholder Vote and the filing applicable provisions of the Certificate of Merger required by WBCL (including the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under RMT Partner Stockholder Vote), the HSR Act and any other Antitrust all applicable foreign Competition Laws and obtaining all consentsFDI Laws, authorizationsthe listing requirements of the New York Stock Exchange and the requirements of the New York Stock Exchange, clearances, approvals and waiting period expirations or terminations except as may be required set forth in connection with Section 3.5 of the transactions described herein under the HSR Act and other Antitrust LawsRMT Partner Disclosure Letter, neither (x1) the execution, delivery or performance of this Agreement by or the Companyother Transaction Documents, nor (y2) the consummation of the Merger or any of the other Contemplated Transactions, will will, directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company (A) RMT Partner or (B) any of its Subsidiariesthe other RMT Partner Companies; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesRMT Partner Companies, or any of the assets owned or used by any of the Company or its SubsidiariesRMT Partner Companies, is subject, except as where such contravention, conflict or violation, individually or in the aggregate, would not reasonably be expected to be material to the Company or its businesshave a RMT Partner Material Adverse Effect; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company RMT Partner Companies or its Subsidiariesthat otherwise relates to the RMT Partner Business or to any of the assets owned or used by any of the RMT Partner Companies, except as where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification, individually or in the aggregate, would not reasonably be expected to be material to the Company or its businesshave a RMT Partner Material Adverse Effect; (div) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company RMT Partner Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company such RMT Partner Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iiiB) accelerate the maturity or performance of any Company such RMT Partner Material ContractContract (other than any RMT Partner Benefit Plan); or (ivC) cancel, terminate or modify any right, benefit, obligation or other term of any Company such RMT Partner Material Contract, except where such contravention, conflict, violation or default, individually or in the case of any non-material breachaggregate, default, penalty or modificationwould not reasonably be expected to have a RMT Partner Material Adverse Effect; or (ev) result in the imposition or creation of any material Encumbrance (other than a Permitted Encumbrance) upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing any of the Certificate of Merger with RMT Partner Companies, except where such contravention, conflict, violation or default, individually or in the Secretary of State of the State of Delaware pursuant aggregate, would not reasonably be expected to the DGCL, and have a RMT Partner Material Adverse Effect. (iib) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings Except as may be required under applicable federal and by the Securities Act, the Exchange Act, state securities Lawslaws or “blue sky” laws, the WBCL (including the RMT Partner Stockholder Vote), the HSR Act or other Antitrust Act, all applicable foreign Competition Laws and FDI Laws, and the listing requirements of the New York Stock Exchange, neither the Company RMT Partner nor any of its Subsidiaries the RMT Partner Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with with: (xi) the execution, delivery or performance of this Agreement, Agreement or (yii) the consummation of the Merger or any of the other Contemplated Transactions, which if except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate were not given aggregate, (A) be material to the RMT Partner Companies or obtained, would reasonably be expected to (B) prevent or materially impair or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements RMT Partner or any of its Subsidiaries from performing any of the Transaction Documents or complying with any of their obligations thereunder or consummating the Contemplated Transactions.

Non-Contravention; Consents. (a) Subject to obtaining the Required Company Parent Stockholder Vote Vote, the adoption of this Agreement (effective immediately following the execution of this Agreement) by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyParent or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its Subsidiaries; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Parent or any of its Subsidiaries, or any of the assets owned or used by the Company Parent or any of its Subsidiaries, is subject, except as would not reasonably be expected to be material to constitute, individually or in the Company or its businessaggregate, a Parent Material Adverse Effect; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Parent or its Subsidiaries, except as would not reasonably be expected to be material to constitute, individually or in the Company or its businessaggregate, a Parent Material Adverse Effect; (div) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Parent Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Parent Material Contract; (iiB) receive any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Parent Material ContractContract solely as a result of the consummation of the Contemplated Transactions; (iiiC) accelerate the maturity or performance of any Company Parent Material Contract; or (ivD) cancel, terminate or modify any term of any Company Parent Material Contract, except as would not reasonably be expected to constitute, individually or in the case of any non-material breachaggregate, default, penalty or modificationa Parent Material Adverse Effect; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company Parent or any of its Subsidiaries (except for Permitted Encumbrances). , except as would not reasonably be expected to constitute, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except for (iA) any Consent set forth on Section 3.5 of the Parent Disclosure Schedule under any Parent Material Contract, (B) the Required Parent Stockholder Vote, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, DGCL and (iiD) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company Parent nor any of its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. . (c) The Company Parent Board has and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Parent Stockholder Support Agreements, Agreements and the Company Parent Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute Takeover Statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Parent Stockholder Support Agreements, the Company Parent Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining (a) Neither the Required Company Stockholder Vote execution and delivery by Commerce One, nor the filing consummation or performance by Commerce One of any of the Certificate of Merger required transactions to be consummated or performed by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein it under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactionsor any Related Equity Agreement, will directly or indirectly (with or without notice or lapse of time): ): (ai) contraveneviolate any provision of Commerce One's Certificate of Incorporation or Bylaws, conflict with (ii) constitute or result in a violation of any of the provisions of the Organizational Documents of the Company breach or default by Commerce One or any of its Subsidiaries;subsidiaries, or give rise to a right of termination, amendment, cancellation or acceleration on the part of any other party, or result in the creation or imposition of any Lien on Commerce One's assets, under any agreement or instrument to which Commerce One or any of its subsidiaries is a party or by which Commerce One or any of its subsidiaries is bound, which breach, default, termination or Lien would have, or would be reasonably expected to have, a Material Adverse Effect on Commerce One, or (iii) constitute a violation by Commerce One or any of its subsidiaries of any Requirement of Law. (b) contraveneExcept for the filings under the Hard-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, conflict with as amended, no consent, approval, order or result in a violation authorization of, or give registration, qualification, designation, declaration or filing with, any Governmental Body Authority or other Person on the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, part of Commerce One or any of the assets owned or used by the Company or its Subsidiaries, subsidiaries is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance by Commerce One of this Agreement, Agreement and the Company Stockholder Support Agreements, the Company Lock-Up Related Equity Agreements and to or the consummation of the Contemplated Transactions. No transactions contemplated hereby and thereby. (c) Commerce One is not in violation of any provision of its Certificate of Incorporation or Bylaws or any other state takeover statute agreement, contract, obligation or similar Law applies or purports commitment, which violation would materially affect its ability to apply to the Merger, perform its obligations under this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement or any of the Contemplated TransactionsRelated Equity Agreements or has, or could reasonably be expected to have, a Material Adverse Effect on Commerce One.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (b) contravene, conflict with or result in a material violation of, or or, to the Knowledge of the Company, give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the any such case of any non-material breach, default, penalty or modificationas would not be reasonably likely to result in a Company Material Adverse Effect; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) any Consent set forth on Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xA) the execution, delivery or performance of this AgreementAgreement and the Company Stockholder Support Agreements, and the Company Lock-up Agreements, or (yB) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute Takeover Statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements up Agreements, or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Parent Stockholder Vote and the approval of the Parent Stockholder Matters, the filing of the First Certificate of Merger and the Second Certificate of Merger required by the DGCL and subject to making all filings the DLLCA and notifications as may be required in connection with the transactions described herein under filing of the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsCertificate of Designation, neither (x) the execution, delivery or performance of this Agreement by the CompanyParent or Merger Subs, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its SubsidiariesMerger Subs; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Governmental Authorization held by Parent, any applicable Law, or any order, writ, injunction, judgment or decree to which the Company Parent or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, Subsidiaries is subject, except as would not reasonably be expected to be material to the Company Parent or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material material Parent Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material material Parent Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material material Parent Contract; or (iviii) cancel, terminate or modify any term of any Company Material material Parent Contract, except in the case of any non-material breach, default, penalty or modification; or (ed) result in the imposition or creation of any Encumbrance (except for Permitted Encumbrances) upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances)Parent. Except for (i) any Consent under any Parent Contract set forth in Section 3.5 of the Parent Disclosure Schedule, (ii) the Required Parent Stockholder Vote, (iii) the filing of the First Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the DLLCA, (iv) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL and (iiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company Parent nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xA) the execution, delivery or performance of this Agreement, or (yB) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger Except for any filings, notifications or Consents required by the DGCL and subject to making all filings and notifications as may be required in connection with Securities Act, the transactions described herein under Exchange Act, the DGCL, the HSR Act Act, any foreign antitrust Legal Requirement, any Foreign Investment Law and any other Antitrust Laws the Nasdaq Rules and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Lawslisting standards, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): ): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents certificate of the Company incorporation, bylaws or other charter or organizational documents of any of its Subsidiaries; Parent Entity; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesParent Entities, or any of the assets owned or used by any of the Company or its SubsidiariesParent Entities, is subject, except as would not reasonably be expected to be material to the Company or its business; ; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; Parent Entities; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contractmaterial Contract to which any of the Parent Entities is a party, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material material Contract; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of any Company Material material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by any of the Company or its Subsidiaries Parent Entities (except for Permitted Encumbrances); or (f) result in the transfer of any material asset of any of the Parent Entities to any Person, except, with respect to clauses “(b)” through “(f)” above, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawsby the Securities Act, the Exchange Act, the DGCL, the HSR Act or other Antitrust LawsAct, neither any foreign antitrust Legal Requirement, any Foreign Investment Law and the Company nor any of its Subsidiaries Nasdaq Rules and listing standards, no Parent Entity was, is or will be required to make any filing with or give any notice to, or to obtain any Consent consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, Agreement or (y) the consummation of the Merger or any of the other Contemplated Transactions, which if individually except where the failure by the applicable Parent Entity to make any such filing, give any such notice or in the aggregate were obtain any such consent would not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionshave a Material Adverse Effect on Parent.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material violation, breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) any Consent set forth on Section 2.05 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, laws; neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, Agreement and the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement or any of the other Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining Assuming (A) the Required Company Stockholder Vote and the proper filing of the Certificate Articles of Merger pursuant to the Alabama Business Corporation Act, (B) proper filings, registrations, or declarations are made or obtained pursuant to the Securities Act, Exchange Act, any state securities laws or securities laws of foreign jurisdictions; (C) the proper filings required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein made under the HSR Act are made and applicable waiting periods have passed and compliance with any other Antitrust Laws applicable antitrust laws of any foreign country; and obtaining all consents(D) the truth and accuracy of the representations of the Company's shareholders set forth in the Shareholders' Certificates, authorizations, clearances, approvals and waiting period expirations or terminations except as may could not reasonably be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, expected to have a Material Adverse Effect on parent neither (xa) the execution, delivery or performance of this Agreement by or any of the Companyother agreements referred to in this Agreement, nor (yb) the consummation of the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): ) (a1) contravene, conflict with or result in a violation of (i) any of the provisions of the Organizational Documents certificate or articles of incorporation (as applicable) or bylaws of Parent or Merger Sub, (ii) any resolution adopted by the stockholders, the board of directors or any committee of the Company board of directors of Parent or Merger Sub, (iii) any provision of any Contract filed as an exhibit to any of its Subsidiaries; the Parent SEC Documents or (biv) contravene, conflict with any Legal Requirement applicable to Parent or result in a violation of, or Merger Sub; (2) give any Governmental Body or other Person the right to challenge the Contemplated Transactions Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law or under any order, writ, injunction, judgment judgment, or decree to which the Company Parent or its Subsidiaries, Merger Sub or any of the assets owned owned, or to the knowledge of Parent and Merger Sub, asset used by the Company Parent or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; Merger Sub; (c3) contravene, conflict with or result in a the violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, modify any Governmental Authorization that is held by the Company Parent or its Subsidiaries, except as would not reasonably be expected to be material Merger Sub or that otherwise relates to the Company business of Parent or its business; Merger Sub or any of the assets owned, or to the knowledge of Parent and Merger Sub, assets used by Parent or Merger Sub; or (d4) contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Company Material Contract, material Contract to which Parent or Merger Sub is a party or give any Person person the right to: to (i) declare a default or exercise any remedy under any Company Material such material Contract; , (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material such material Contract; , or (iviii) cancel, terminate or materially modify any term of any Company Material Contract, except in the case of any non-such material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances)contract. Except for (i) the filing of the Certificate of Neither Parent nor Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or Sub will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the Contemplated Transactionsother transactions contemplated by this Agreement, except for (A) the filing of the articles of merger with the Secretary of State of the State of Alabama, (B) the filing of a Notification of Listing of Additional Shares with the Nasdaq National Market, (C) the filings required under the HSR Act, and (D) such filings, registrations, declarations and reports as required pursuant to the Securities Act, Exchange Act, state securities laws or securities laws of foreign jurisdictions.

Non-Contravention; Consents. (a) Subject to obtaining the Required Company Parent Stockholder Vote Vote, the adoption of this Agreement (effective immediately following the execution of this Agreement) by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyParent or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its Subsidiaries; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Parent or any of its Subsidiaries, or any of the assets owned or used by the Company Parent or any of its Subsidiaries, is subject, except as would not reasonably be expected to be material to constitute, individually or in the Company or its businessaggregate, a Parent Material Adverse Effect; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Parent or its Subsidiaries, except as would not reasonably be expected to be material to constitute, individually or in the Company or its businessaggregate, a Parent Material Adverse Effect; (div) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Parent Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company Parent Material Contract; (iiB) receive any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Parent Material ContractContract solely as a result of the consummation of the Contemplated Transactions; (iiiC) accelerate the maturity or performance of any Company Parent Material Contract; or (ivD) cancel, terminate or modify any term of any Company Parent Material Contract, except as would not reasonably be expected to constitute, individually or in the case of any non-material breachaggregate, default, penalty or modificationa Parent Material Adverse Effect; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company Parent or any of its Subsidiaries (except for Permitted Encumbrances). , except as would not reasonably be expected to constitute, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except for (iA) any Consent set forth on Section 3.5 of the Parent Disclosure Schedule under any Parent Material Contract, (B) the Required Parent Stockholder Vote, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, DGCL and (iiD) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, Laws or pursuant to the HSR Act or other Antitrust Lawsrules of Nasdaq, neither the Company Parent nor any of its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. . (c) The Company Parent Board has and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute Takeover Statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining Assuming compliance with the Required Company Stockholder Vote and the filing applicable provisions of the Certificate of Merger required by Exchange Act, the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under DGCL, the HSR Act and Act, any other foreign Antitrust Laws and obtaining all consentsthe rules and regulations of The Nasdaq Global Stock Market, authorizations, clearances, approvals and waiting period expirations or terminations except as may be required set forth in connection with Part 2.19 of the transactions described herein under the HSR Act and other Antitrust LawsCompany Disclosure Schedule, neither (x1) the execution, execution and delivery or performance of this Agreement by the Company, nor (y2) the consummation of the Merger or any of the other Contemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents certificate of incorporation or bylaws of the Company or any of its SubsidiariesCompany; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or Company, any of its Subsidiaries, Subsidiaries or any of the their respective material assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, of any Governmental Authorization that is held by the Company or any of its Subsidiaries, except as would not reasonably be expected to be material Subsidiaries or that otherwise relates to the business of the Company or and its businessSubsidiaries as currently conducted; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Significant Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Significant Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Significant Contract; (iii) accelerate the maturity or performance of any such Company Material Significant Contract; or (iv) cancel, terminate or modify any term of any such Company Material Significant Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries Subsidiaries, except, in the case of clauses “(b)” through “(e)” of this sentence, as would not reasonably be expected to have a Company Material Adverse Effect. The Company is or not, and will be not be, required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with with: (x1) the execution, delivery or performance of this Agreement, ; or (y2) the consummation of the Merger or any of the other Contemplated Transactions, except in each case (A) as may be required by the Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law and the rules and regulations of The Nasdaq Global Stock Market; or (B) the failure of which if individually to make such filing, give such notice, or in the aggregate were not given or obtainedobtain such Consent, would not reasonably be expected to prevent or materially delay the ability of the have a Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsMaterial Adverse Effect.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate Articles of Merger required by NRS Chapter 92A, and except as set forth in Section 2.5 of the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsCompany Disclosure Schedule, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or, to the Knowledge of the Company, other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) to the Knowledge of the Company, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any (i) Company Permit or (ii) other Governmental Authorization that is held by the Company or its Subsidiaries, except except, with respect to the foregoing clause (ii), as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) any Consent set forth on Section 2.5 of the Company Disclosure Schedule under any Company Contract or Company Permit, (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Nevada pursuant to the DGCLNRS Chapter 92A, and (iiiii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to Part 2.20 of the Company Disclosure Schedule, and subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL and subject to making all any filings and or notifications as that may be required in connection with the transactions described herein Contemplated Transactions under the HSR Act and any other Antitrust Laws and obtaining all consentsUS or non-US antitrust, authorizationsmerger control, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Lawscompetition laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of the Company or (ii) any resolution adopted by the Company stockholders, the Company Board of its SubsidiariesDirectors or any committee of the Company Board of Directors; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body or, to the Knowledge of the Company, other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its the Company Subsidiaries, or any of the assets owned or used by the Company or its the Company Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected the Company Subsidiaries or that otherwise relates to be material to the business of the Company or its businessthe Company Subsidiaries or to any of the material assets owned or used by the Company or the Company Subsidiaries; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, a rebate, chargeback, penalty or change in any delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any material term of any Company Material Contract, except except, in the case of any Company Contract, any non-material breach, default, penalty or modification; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its the Company Subsidiaries (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company); or (f) result in the transfer of any material asset of the Company or the Company Subsidiaries to any Person. Except for (i) for any Consent set forth in Part 2.20 of the Company Disclosure Schedule under any Company Contract, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iiiii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Lawslaws, neither the Company nor any of its the Company Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, Agreement or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote Shareholder Approval, the filing of the Merger Proposal with the Companies Registrar and all such other notices or filings required under the Companies Law with respect to the consummation of the Merger and the filing issuance of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consentsCompanies Registrar, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither neither: (xi) the execution, delivery or performance of this Agreement by the Company, nor (yii) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents of the Company or any of its Subsidiaries;Documents; TABLE OF CONTENTS​ (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its SubsidiariesCompany, or any of the assets owned or used by the Company or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its SubsidiariesCompany, except as would not reasonably be expected to be material to the Company or its business; (d) subject to obtaining the approvals in respect of the Contracts set forth in Section 2.5(d) of the Company Disclosure Letter, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for for: (i) the filing of the Merger Proposal with the Companies Registrar and all such other notices or filings required under the Companies Law with respect to the consummation of the Merger and the issuance of the Certificate of Merger with by the Secretary of State of Companies Registrar, (ii) the State of Delaware pursuant to the DGCL, Company IIA Notice and (iiiii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions No Takeover Statue or regulation is applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company ADES Stockholder Vote and Approval, except as set forth on Section 4.5 to the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsADES Disclosure Schedule, neither (x) the execution, delivery or performance of this Agreement by the CompanyADES, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):indirectly: (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company ADES or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or ADES, any of its Subsidiaries, or any of the their respective assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to ADES or any of its Subsidiaries or the Company or business of ADES and its businessSubsidiaries as currently conducted (the “ADES Business”); (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company ADES or any of its Subsidiaries, except as would not reasonably be expected to be material to ADES or any of its Subsidiaries or the Company or its businessADES Business; (d) contravene, conflict with or result in a violation or breach of, or result in a default underunder (with or without notice or lapse of time), any provision of any Company ADES Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company ADES Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company ADES Material Contract; (iii) accelerate the maturity or performance of any Company ADES Material Contract; or (iv) cancel, terminate or modify any term of any Company ADES Material Contract, Contract except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company ADES or its Subsidiaries (except for Permitted Encumbrances); (f) except, in the case of clauses (b) through (e), for any such conflicts, breaches, violations, defaults, losses, rights or other occurrences that have not had and would not, individually or in the aggregate, reasonably be expected to have an ADES Material Adverse Effect. Except for (i) the filings and notices set forth on Section 4.5 of the ADES Disclosure Schedule, (ii) such filings as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLMerger Statutes, (iv) filings required under the HSR Act, (v) such filings as necessary to comply with the applicable requirements of the NASDAQ Global Market and (iivi) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Lawstakeover and “blue sky” laws, neither the Company nor any of its Subsidiaries ADES is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company ADES to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. (a) Subject to obtaining compliance with any applicable Antitrust Law, and obtaining, complying with and making the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsNobul Required Approvals, neither (xi) the execution, delivery or performance of this Agreement by the CompanyXxxxx, nor (yii) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Nobul’s or any of its Subsidiaries’ Organizational Documents; (bii) contravene, conflict with or result in a material violation of, or give any Governmental Body Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to Order by which the Company Nobul or its Subsidiaries, or any of the assets owned or used by the Company Nobul or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Nobul or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (div) contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Nobul Material Contract, or give any Person the right to: (ia) declare a default or exercise any remedy under any Company Nobul Material Contract; , (iib) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Nobul Material Contract; , (iiic) accelerate the maturity or performance of any Company Nobul Material Contract; Contract or (ivd) cancel, terminate or modify any term of any Company Nobul Material Contract, except in the case of any non-material breach, default, penalty or modification; or (ev) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned or used by the Company Nobul or its Subsidiaries (except for Permitted Encumbrances). . (b) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLany required filings under any applicable Antitrust Law, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities LawsLaws (collectively, the HSR Act “Nobul Required Approvals”), and (iii) where the failure to obtain such Consents, or other Antitrust Lawsto make such filings with or give notifications to, any Person, would not reasonably be expected to have, individually or in the aggregate, a Nobul Material Adverse Effect, neither the Company Nobul nor any of its Subsidiaries is was, is, or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xa) the execution, delivery or performance of this Agreement, Agreement or (yb) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Privateer Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with DLLCA, the transactions described herein expiration or termination of any waiting period under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust applicable foreign competition Laws, neither (x) the execution, delivery or performance of this Agreement by the CompanyPrivateer, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Privateer’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (b) contravene, conflict with or result in a material violation of, or to the Knowledge of Privateer give any Governmental Body or other Person the right to challenge challenge, the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Privateer or its Subsidiaries, or any of the assets owned or used by the Company Privateer or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its businesshave a Privateer Material Adverse Effect; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Privateer or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its businesshave a Privateer Material Adverse Effect; (d) contravene, conflict with or result in a violation or breach of, or result in a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, any provision of any Company Privateer Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Privateer Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Privateer Material Contract; (iii) accelerate the maturity or performance of any Company Privateer Material Contract; or (iv) cancel, terminate or modify any term of any Company Privateer Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to (i) the Owned Shares or (ii) any other material asset owned or used by the Company Privateer or its Subsidiaries (except for Permitted Encumbrances)Subsidiaries. Except for (i) any Consent set forth on Section 2.5 of the Privateer Disclosure Letter under any Privateer Contract, (ii) the Required Privateer Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDGCL and DLLCA, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings Consents as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Act, and all applicable foreign competition Laws, if any, neither the Company Privateer nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xA) the execution, delivery or performance of this Agreement, Agreement and the Transaction Documents or (yB) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Privateer Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, Agreement and the Company Stockholder Support Agreements, the Company Lock-Up Agreements Transaction Documents and to the consummation of the Contemplated Transactions. No other state takeover statute Takeover Statute or similar Law applies or purports to apply to the Merger, this AgreementAgreement and the Transaction Documents, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the The execution, delivery or performance of this Agreement by the CompanyCompany will not, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in or cause a violation of any of the provisions of the Company’s Organizational Documents of the Company or any of its SubsidiariesDocuments; (b) contravene, conflict with or result in a breach or violation of any of the terms or requirements of, or or, give any Governmental Body or other Person the right to challenge the Contemplated Transactions Exchange or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its SubsidiariesCompany, or any of the assets owned or used by the Company or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its SubsidiariesCompany, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) cause a violation by the Company of any law applicable to the Company, except as would not reasonably be expected to be material to the Company or its business; (ii) declare a default or exercise any remedy under any Company Material Contract; (iiiii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iiiiv) accelerate the maturity or performance of any Company Material Contract; or (ivv) cancel, terminate or modify any material term of any Company Material Contract; or (vi) result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon the respective properties or assets of the Company under any of the terms, conditions or provisions of any Company Material Contract, to which the Company is a party, or by which it and any of its properties or assets may be bound, except in as would not reasonably be expected to be material to the case of any non-material breach, default, penalty Company or modificationits business; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the The Company nor any of its Subsidiaries is or will be not required to make any filing with or give any notice to, or to obtain any Consent from, any Person or any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, Agreement by the Company or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsExchange.

Non-Contravention; Consents. Subject to obtaining the Required Company Parent Stockholder Vote Vote, the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, the filing of Current Reports on Form 8-K with the SEC within four Business Days after the execution of this Agreement and the Closing Date, amending Parent’s certificate of incorporation to effect the Nasdaq Reverse Split, such approvals as may be required under applicable state securities or “blue sky” laws or the rules and regulations of Nasdaq or other applicable national securities exchange or over-the-counter market, the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyParent or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company Parent or any of its SubsidiariesMerger Sub; (b) contravene, conflict with or result in a material violation of, or to the Knowledge of Parent give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree to which the Company Parent or its SubsidiariesMerger Sub, or any of the assets owned or used by the Company Parent or its SubsidiariesMerger Sub, is subject, except as would not reasonably be expected to be material to the Company Parent or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its SubsidiariesParent, except as would not reasonably be expected to be material to the Company Parent or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Parent Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Parent Material Contract; (iii) accelerate the maturity or performance of any Company Parent Material Contract; or (iv) cancel, terminate or modify any term of any Company Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries Parent (except for Permitted Encumbrances). Except for (i) any Consent set forth on Section 3.5 of the Parent Disclosure Schedule under any Parent Contract, (ii) the Required Parent Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, DGCL and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries Parent is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xA) the execution, delivery or performance of this Agreement, the Parent Stockholder Support Agreements, and the Parent Lock-Up Agreements or (yB) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. The Company Parent Board has and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Parent Stockholder Support Agreements, the Company Parent Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute Takeover Statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Parent Stockholder Support Agreements, the Company Parent Lock-Up Agreements or any of the other Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Lpath Stockholder Vote for the applicable Contemplated Transactions and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyLpath or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Organizational Documents certificate of incorporation, bylaws or other charter or organizational documents of Lpath or Merger Sub, or (ii) any resolution adopted by the stockholders, the Board of Directors or any committee of the Company Board of Directors of Lpath or any of its SubsidiariesMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or, to the Knowledge of Lpath, other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, Lpath or any of the assets owned or used by the Company or its Subsidiaries, Lpath is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company Lpath or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the Company business of Lpath or its businessto any of the material assets owned or used by Lpath; (d) to the Knowledge of Lpath, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Lpath Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Lpath Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any Company Material such Lpath Contract; (iii) accelerate the maturity or performance of any Company Material Lpath Contract; or (iv) cancel, terminate or modify any term of any Company Material Lpath Contract; except, except in the case of any Lpath Material Contract, any non-material breach, default, penalty or modification; ormodification and in the case of all other Lpath Contracts, any breach, default, penalty or modification that would not result in an Lpath Material Adverse Effect; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries Lpath (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the material assets subject thereto or materially impair the operations of Lpath); or (f) result in, or increase the likelihood of, the transfer of any material asset of Lpath to any Person. Except for (i) for any Consent set forth on Part 3.17 of the Lpath Disclosure Schedule under any Lpath Contract, (ii) the approval of the Contemplated Transactions and the issuance of shares of Lpath Common Stock, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) the filing of an amendment to Lpath’s certificate of incorporation to effect the Reverse Split and the Corporate Name Change, and (iiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawslaws, the HSR Act or other Antitrust LawsLpath was not, neither the Company is not, nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote The execution and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the acquisition of Company Shares by Acquisition Sub pursuant to the Offer, the consummation by the Company of the Contemplated Transactions, Merger and the other transactions contemplated hereby will directly or indirectly (with or without notice or lapse of time): not: (a) contravene, conflict with or result in cause a violation by any Acquired Company of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; Acquired Company; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in cause a violation of any Legal Requirement applicable to the respective businesses, properties or assets of the terms Acquired Companies, except, with respect to this clause (b), where any such conflicts or requirements ofviolations would not have, individually or in the aggregate, a Material Adverse Effect; or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or give any Governmental Body the right to revokeconstitute a default under (with or without notice or lapse of time, withdrawor both), suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation termination or breach give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a default under, Lien (other than a Permitted Encumbrance) upon any provision of the respective properties or assets of any Acquired Company pursuant to any Material Contract, Contract or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material paymentGovernmental Authorization, rebateexcept, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to this clause (c), any asset owned such conflicts, violations, breaches, losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or used by cancellation of Liens that, individually or in the Company aggregate, would not have, individually or its Subsidiaries (except for Permitted Encumbrances)in the aggregate, a Material Adverse Effect. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawsby the Exchange Act, the DGCL, the listing requirements of the New York Stock Exchange, the HSR Act or other applicable Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be not required to make any filing with or give any notice to, or to obtain any Consent from, consent from any Governmental Body Person at or prior to the Acceptance Time in connection with (x) the execution, execution and delivery or performance of this AgreementAgreement by the Company, or (y) the consummation by the Company of the Contemplated TransactionsMerger or the other transactions contemplated hereby, which if individually except where the failure to make any such filing or in the aggregate were obtain any such consent would not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionshave a Material Adverse Effect.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (xa) the The execution, delivery or and performance of this Agreement by Seller and the Company, nor (y) Collateral Agreements by Seller and the consummation of the Contemplated Transactionstransactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, will directly or indirectly conflict with, any provision of Seller’s charter, by-laws or similar organizational document, (with or without notice or lapse of time): (aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation ofobligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller is a party or by which it is bound and which relates to the Seller Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, the right to challenge Seller Business or the Contemplated Transactions or to exercise any remedy or obtain any relief underPurchased Assets, other than in the case of clauses (ii) and (iii), any Law such violations, breaches, defaults, accelerations or any ordercancellations of obligations or rights that, writindividually or in the aggregate, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would are not and could not reasonably be expected to be material to the Company Seller Business, taken as a whole. b) No consent, approval, order or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements authorization of, or give any Governmental Body the right to revokeregistration, withdraw, suspend, cancel, terminate declaration or modifyfiling with, any Governmental Authorization that Person is held required to be obtained by Seller in connection with the Company execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller will be a party or its Subsidiariesfor the consummation of the transactions contemplated hereby or thereby by Seller, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) consents or approvals of Governmental Bodies or other Third Parties that are required to transfer or assign to Buyer or the filing Buyer Designee any Purchased Assets or assign the benefits of or delegate performance with regard thereto in any material respect, which are set forth in Schedule 7.1(b) (the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, “Required Closing Consents”) and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and or filings as may the failure of which to be required under applicable federal and state securities Lawsobtained or made, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were aggregate, are not given or obtained, would and could not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable be material to the executionSeller Business, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionstaken as a whole.

Non-Contravention; Consents. Subject to obtaining the Required Company NitroMed Stockholder Vote for the applicable Contemplated Transactions, adoption of this Agreement by NitroMed as the sole stockholder of Merger Sub, the filing of the NitroMed Certificate of Amendment, and the filing of the Certificate of Merger as required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsDGCL, neither (xa) the execution, delivery or performance of this Agreement by or any of the CompanyRelated Agreements, nor (yb) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents NitroMed’s certificate of the Company incorporation or any of its Subsidiariesbylaws; (b) contravene, conflict with or result in a violation of, or give of any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which the Company NitroMed or its Subsidiariesany NitroMed Subsidiary, or any of the assets owned or used by the Company NitroMed or its Subsidiariesany NitroMed Subsidiary, is subject, except as would not reasonably be expected to be material to the Company or its businesshave a NitroMed Material Adverse Effect; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by NitroMed or any NitroMed Subsidiary or that otherwise relates to NitroMed’s or any NitroMed Subsidiary’s business or to any of the Company assets owned or its Subsidiariesused by NitroMed or any NitroMed Subsidiary, except as would not reasonably be expected to be material to the Company or its businesshave a NitroMed Material Adverse Effect; (d) contravene, conflict with or result in a material conflict, violation or breach of, or result in a material default under, any provision of any Company Material material NitroMed Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Material such NitroMed Contract; , (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material such NitroMed Contract; , or (iviii) cancel, terminate or modify any term of any Company Material such NitroMed Contract, except in the case of any non-material breach, default, penalty or modificationas would not reasonably be expected to have a NitroMed Material Adverse Effect; or (e) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned or used by the Company NitroMed or its Subsidiaries any NitroMed Subsidiary (except for Permitted Encumbrances)minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of NitroMed or any NitroMed Subsidiary) except as would not reasonably be expected to have a NitroMed Material Adverse Effect. Except for (i) the filing those filings, notices or Consents disclosed in Part 3.18 of the Certificate of Merger with NitroMed Disclosure Schedule, NitroMed and the Secretary of State of the State of Delaware pursuant to the DGCL, NitroMed Subsidiaries are not and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (xy) the execution, delivery or performance of this AgreementAgreement or any of the Related Agreements, or (yz) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote The execution and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by and the Companyother Transactional Agreements, nor (y) and the consummation of the Contemplated TransactionsExchange, by HOME SYSTEM GROUP will not, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a material violation of (i) HOME SYSTEM GROUP's Certificate of Incorporation or Bylaws, or (ii) any of the provisions of the Organizational Documents of the Company resolution adopted by HOME SYSTEM GROUP Board or any committee thereof or the stockholders of its SubsidiariesHOME SYSTEM GROUP; (b) to the knowledge of HOME SYSTEM GROUP, contravene, conflict with or result in a material violation of, or give any Governmental Body the right to challenge the Contemplated Transactions Exchange or to exercise any remedy or obtain any relief under, any Law legal requirement or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, HOME SYSTEM GROUP or any of the material assets owned or used by the Company or its Subsidiaries, is it are subject, except as would not reasonably be expected to be material to the Company or its business; (c) to the knowledge of HOME SYSTEM GROUP, cause any material assets owned or used by HOME SYSTEM GROUP to be reassessed or revalued by any taxing authority or other Governmental Body; (d) to the knowledge of HOME SYSTEM GROUP, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by HOME SYSTEM GROUP or that otherwise relates to HOME SYSTEM GROUP's business or to any of the Company material assets owned or its Subsidiariesused by HOME SYSTEM GROUP, except as where such contraventions, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not reasonably be expected to be material to the Company or its businesshave a Material Adverse Effect on HOME SYSTEM GROUP; (de) contravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any Company Material Contract, or Contract to which HOME SYSTEM GROUP is a party; (f) give any Person the right to: (i) declare a default to any payment by HOME SYSTEM GROUP or exercise give rise to any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty acceleration or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity award, grant, vesting or performance determination of options, warrants, rights, severance payments or other contingent obligations of any Company Material Contract; or (iv) cancel, terminate or modify any term nature whatsoever of HOME SYSTEM GROUP in favor of any Company Material ContractPerson, except in any such case as a result of the case of any non-material breach, default, penalty or modificationExchange; or (eg) result in the imposition or creation of any Encumbrance material Lien upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances)HOME SYSTEM GROUP. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLConsents, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be or notices required under applicable the state and federal securities laws or any other laws or regulations or as otherwise contemplated in this Agreement and state securities Lawsthe other Transactional Agreements, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or HOME SYSTEM GROUP will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, execution and delivery of this Agreement and the other Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsExchange.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote The transfer and the filing sale of the Certificate of Merger required by the DGCL Assets and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or and/or performance by the Company of this Agreement by do not and will not with the Company, nor (y) passage of time or the consummation giving of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): both: (ai) contraveneviolate, breach, conflict with with, constitute a default or result in require any consent, notice or payment under, or permit a violation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation termination of, or give create or impose any Governmental Body the right to challenge the Contemplated Transactions Encumbrance or to exercise restriction upon any remedy Asset under (A) any term or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any provision of the assets owned Company’s Articles of Organization or used by the Company or its Subsidiaries, is subject, except Operating Agreement (each as would not reasonably be expected to be material to the Company or its business; amended); (cB) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization authorization, permit or license that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material related to the Company Assets or its business; the Business; (dC) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contractof, or give any Person the right to: (i) to declare a default or exercise any remedy under any Company Material Contract; (ii) any material paymentunder, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Assumed Contract; (D) any loan document, lease, equipment lease or other Contract that is material to the Business to which the Company is a party or bound other than the loans from Midfirst Bank and the previous owner of the Assets, which will be paid in full at or before Closing; (E) any permit, judgment, decree or Order of any Governmental Body to which the Company Material Contractis subject or bound; or (F) any Legal Requirement; (ii) create or impose any Encumbrance upon any Asset under any Legal Requirement; (iii) give any Governmental Body or other Person the right to challenge any of the transactions contemplated under the Agreement or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which the Company, or any of the Assets, may be subject; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in cause the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect Buyer to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice become subject to, or to become liable for the payment of, any Tax other than Buyer will be responsible for the payment of any sales tax related to the sale of the Assets. Except as set forth in Schedule 2.12, the Company is not required to give notice to or obtain any Consent from, consent from any Governmental Body Person in connection with (x) the execution, execution and delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionstransactions contemplated hereunder or thereunder. Subject to fulfillment of any requirements imposed by the issuing Governmental Body as to any license, permit or authorization, the transfer and sale of the Assets to the Buyer contemplated herein will not violate or result in a breach of or constitute a default under any judgment, Order, decree, law, rule, regulation, or other restriction of any court, or Governmental Body to which the Company is subject.

Non-Contravention; Consents. Subject to obtaining (a) Assuming that all Required Consents (as defined in Section 3.4(b)) have been obtained, the Required Company Stockholder Vote execution, delivery and performance of this Agreement by Seller and the filing Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the Certificate transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Merger Seller’s or a Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any Contract to which Seller or a Subsidiary is a party or by which it is bound and which relates to the IoT Business or the Purchased Assets or (iii) violate any applicable Law of any Governmental Body having jurisdiction over Seller, a Subsidiary, the IoT Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and would not reasonably be expected to have a Seller Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by the DGCL and subject to making all filings and notifications as may be required Seller or an Affiliate in connection with the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller or a Subsidiary will be a party or for the consummation of the transactions described herein contemplated hereby or thereby by Seller or a Subsidiary, except for (i) any filings required to be made under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be applicable filings required in connection with the transactions described herein under the HSR Act and other Antitrust foreign antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) consents or approvals of Governmental Bodies or other Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the benefits of or delegate performance with regard thereto in any material respect, each of which are set forth in Schedule 3.4(b) (items (i) and (ii) being referred to herein as the “Required Consents”) and (iii) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and or filings as may the failure of which to be required under applicable federal and state securities Lawsobtained or made, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were aggregate, have not given or obtained, would had and could not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionshave a Seller Material Adverse Effect.

Non-Contravention; Consents. Subject to obtaining (a) Neither the Required Company execution and delivery by the Contributing Stockholder Vote and the filing of any of the Certificate of Merger required Transactional Agreements, nor the consummation or performance by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and Contributing Stockholder of any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement (other than Governmental Authorizations) or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, Contributed Assets or any other assets of the assets owned or used by Contributing Stockholder required for the Company or performance of its Subsidiaries, is obligations under the Transaction Documents are subject, except as would not reasonably be expected to be material to the Company or its business; (cii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected to be material to included in the Company or its businessContributed Assets; (diii) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or to exercise any remedy under, any provision of any Contributing Stockholder Contract except to the extent it would not (A) give rise to any Liabilities other than Excluded Liabilities or (B) materially and adversely affect the ability of the Contributing Stockholder to perform its obligations under any Company Material Contract; of the Transactional Agreements (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iiiiv) accelerate the maturity or performance of any Company Material Contract; of, or (iv) cancel, terminate or modify modify, any term Contributing Stockholder Contract except to the extent it would not (A) give rise to any Liabilities other than Excluded Liabilities, or (B) materially and adversely affect the ability of the Contributing Stockholder to perform its obligations under any Company Material Contractof the Transactional Agreements, except in the case of any non-material breach, default, penalty or modification; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for other than Permitted Encumbrances). Except for (i) the filing upon any of the Certificate of Merger Contributed Assets. (b) No filing with the Secretary of State of the State of Delaware pursuant to the DGCLor notice to, and (ii) such consentsor Consent from, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries Person is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, execution and delivery of any of the Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation any of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No vote or other state takeover statute approval by the stockholders of the Contributing Stockholder is or similar Law applies or purports to apply to will be required in connection with the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or execution and delivery of any of the Contemplated Transactional Agreements or the consummation or performance of any of the Transactions.

Non-Contravention; Consents. Subject to compliance with the applicable requirements of the HSR Act, obtaining the Required Company Replidyne Stockholder Vote for the applicable Contemplated Transactions and obtaining the Replidyne Consents, adoption of this Agreement by Replidyne as the sole stockholder of Merger Sub, the filing of the Replidyne Certificate of Amendment, and the filing of the Certificate Articles of Merger as required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsMBCA, neither (xa) the execution, delivery or performance of this Agreement by or any of the CompanyRelated Agreements, nor (yb) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of the Company or any of its SubsidiariesReplidyne Constituent Documents; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which Replidyne or the Company or its SubsidiariesMerger Sub, or any of the assets owned or used by the Company or its SubsidiariesReplidyne, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Replidyne or Merger Sub or that otherwise relates to Replidyne’s or Merger Sub’s business or to any of the Company assets owned or its Subsidiaries, except as would not reasonably be expected to be material to the Company used by Replidyne or its businessMerger Sub; (d) contraveneexcept as set forth in Part 3.16(d) of the Replidyne Disclosure Schedule, conflict with or result in a material conflict, violation or breach of, or result in a material default under, any provision of any Company Material material Replidyne Contract, or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Material such Replidyne Contract; , (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material such Replidyne Contract; , or (iviii) cancel, terminate or modify any term of any Company Material such Replidyne Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company Replidyne or its Subsidiaries Merger Sub (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLminor liens that will not, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor in any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually case or in the aggregate were not given or obtainedaggregate, would reasonably be expected to prevent materially detract from the value of the assets subject thereto or materially delay impair the ability operations of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute Replidyne or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsMerger Sub).

Non-Contravention; Consents. (a) Subject to obtaining the Required Company PubCo Stockholder Vote and the filing of the Certificate of Merger required by the DGCL DGCL, and subject to making all filings and notifications except as may be required in connection with set forth on Section 4.5 of the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsPubCo Disclosure Schedule, neither (x) the execution, delivery or performance of this Agreement by the CompanyPubCo or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):), except where such actions, occurrences or events could not reasonably be expected to result in a PubCo Material Adverse Effect: (ai) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of PubCo or the Company or any of its SubsidiariesMerger Sub; (bii) contravene, conflict with or result in a material violation of, or give any Governmental Body Authority or, to the Knowledge of PubCo, any other Person the right to challenge the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree Order to which the Company or its Subsidiaries, PubCo or any of the assets owned or used by the Company or its SubsidiariesPubCo, is subject, except as would not reasonably be expected to be material to the Company PubCo or its business; (ciii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company PubCo or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the Company business of PubCo, or its businessany of the assets owned, leased or used by PubCo; (div) contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company PubCo Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Company PubCo Material Contract; , (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company such PubCo Material Contract; , (iiiC) accelerate the maturity or performance of any Company PubCo Material Contract; , or (ivD) cancel, terminate or modify any term of any Company PubCo Material Contract, except in the case of any non-material breach, default, penalty or modification; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries PubCo (except for Permitted Encumbrances). . (b) Except for (i) any Consent as set forth on Section 4.5 of the PubCo Disclosure Schedule under any PubCo Contract, (ii) the Required PubCo Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to required by the DGCL, and (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawslaws, the HSR Act or other Antitrust LawsPubCo was not, neither the Company is not nor any of its Subsidiaries is or will it be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Authority in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in . (c) The PubCo Board and the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Merger Sub Board has have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Agreement or any of the other Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the (a) Assuming that all Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consentsConsents have been obtained, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or and performance of this Agreement by TriQuint and the Company, nor (y) Collateral Agreements by TriQuint or any Subsidiary that is a party thereto and the consummation of the Contemplated Transactionstransactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, will directly or indirectly conflict with, any provision of TriQuint’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (with or without notice or lapse of time): (aii) contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries; (b) contravene, conflict with or result in a violation ofobligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which TriQuint or the applicable Subsidiary is a party or by which it is bound and which relates to the Optoelectronics Business or the Purchased Assets, or (iii) violate any order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over TriQuint, a Subsidiary, the right to challenge Optoelectronics Business or the Contemplated Transactions or to exercise any remedy or obtain any relief underPurchased Assets, other than in the case of clauses (ii) and (iii), any Law such violations, breaches, defaults, accelerations or any ordercancellations of obligations or rights that, writindividually or in the aggregate, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would have not had and could not reasonably be expected to be material to the Company or its business;have a Seller Material Adverse Effect. (cb) contraveneNo consent, conflict with approval, order or result in a violation of any of the terms or requirements authorization of, or give any Governmental Body the right to revokeregistration, withdraw, suspend, cancel, terminate declaration or modifyfiling with, any Governmental Authorization that Person is held required to be obtained by Seller in connection with the Company execution, delivery and performance of this Agreement or its Subsidiariesthe Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby by TriQuint or a Subsidiary, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) any filings required to be made under any applicable Mexican Laws relating to transfers of interests in corporations, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLRequired Consents, and (iiiii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and or filings as may the failure of which to be required under applicable federal and state securities Lawsobtained or made, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were aggregate, have not given or obtained, would had and could not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactionshave a Seller Material Adverse Effect.

Non-Contravention; Consents. Subject to Part 2.21 of the Company Disclosure Schedule, and subject to obtaining the Required Company Stockholder Vote and Shareholder Vote, the filing of the Certificate Articles of Merger required by the DGCL WBCA and subject to making all any filings and or notifications as that may be required in connection with the transactions described herein Contemplated Transactions under the HSR Act and any other Antitrust Laws and obtaining all consentsUS or non-US antitrust, authorizationsmerger control, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Lawscompetition laws, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Organizational Documents articles of incorporation, bylaws or other charter or organizational documents of the Company or (ii) any resolution adopted by the Company shareholders, the Company Board of its SubsidiariesDirectors or any committee of the Company Board of Directors; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body or, to the Knowledge of the Company, other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its Subsidiaries, or any of the assets owned or used by the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected Subsidiaries or that otherwise relates to be material to the business of the Company or its businessSubsidiaries or to any of the material assets owned or used by the Company or its Subsidiaries; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except except, in the case of any Company Material Contract, any non-material breach, default, penalty or modification; ormodification and, in the case of all other Company Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect; (e) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrancesminor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company); or (f) result in the transfer of any material asset of the Company or its Subsidiaries to any Person. Except for (i) for any Consent set forth in Part 2.21 of the Company Disclosure Schedule under any Company Contract, (ii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Washington pursuant to the DGCLWBCA, and (iiiii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Lawslaws, neither the Company nor any of its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with (x) the execution, delivery or performance of this Agreement, Agreement or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications Except as may be required set forth in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsPart 3.19(a), neither (x1) the execution, delivery or performance of this Agreement by the CompanyAgreement, nor (y2) the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Constituent Documents of the Company or any of its SubsidiariesCompany; (b) contravene, conflict with with, require notice to or a filing with, or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions transactions contemplated by this Agreement, or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree to which the Company or its SubsidiariesCompany, or any of the assets owned owned, used or used controlled by the Company or its SubsidiariesCompany, is subjectsubject except where such contravention, except as conflict, failure to provide notice to or make a filing with, violation, challenge, remedy or relief would not reasonably be expected to be material to have a Material Adverse Effect on the Company or its businessCompany; (c) contravene, conflict with with, require notice to or a filing with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiariesthat otherwise relates to any of the assets owned, used or controlled by the Company except as where such contravention, conflict, failure to provide notice or to a filing with, violation, revocation, withdrawal, suspension, cancelation, termination or modification would not reasonably be expected to be material to have a Material Adverse Effect on the Company or its business;Company; or (d) contravene, conflict with with, require notice to, or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, Contract or give any Person the right to: to (i) declare a default or exercise any remedy under any such Company Material Contract; , (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any obligation under any Company Material Contract; Contract or (iviii) cancel, terminate or modify any material term of any Company Material ContractContract except where such contravention, except in the case of any non-material breachconflict, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect failure to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any provide notice to, violation, breach or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were default would not given or obtained, would reasonably be expected to prevent or materially delay have a Material Adverse Effect on the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsCompany.

Non-Contravention; Consents. Subject to obtaining Assuming compliance with the Required Company Stockholder Vote and the filing applicable provisions of the Certificate DLLCA, and except as disclosed on Part 2.19 of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust LawsCompany Disclosure Schedule, neither (x1) the execution, execution and delivery or performance of this Agreement by the Company, nor (y2) the consummation of the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the Organizational Documents certificate of formation or limited liability company agreement of the Company Company; or (ii) any resolution adopted by the members, the Board of Managers or any committee of its Subsidiariesthe Board of Managers of the Company; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company or its SubsidiariesCompany, or any of the assets owned or used by the Company or its SubsidiariesCompany, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or its Subsidiaries, except as would not reasonably be expected that otherwise relates to be material to the business of the Company or its businessto any of the assets owned or used by the Company; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of any such Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any tangible asset owned or used by the Company or its Subsidiaries (except for the Company Permitted EncumbrancesEncumbrances or minor Encumbrances that will not, in any individual case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company); or (f) result in the disclosure or delivery to any escrow holder or other Person of any Company IP, or the transfer of any asset of the Company to any Person; other than, in the case of clauses (b)-(e) above, any such contravention, conflict, violations, breaches and defaults, or rights of termination or cancellation of obligations, which would not, individually or in the aggregate, have or would be reasonably expected to have a Company Material Adverse Effect. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Lawsby the DLLCA, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be not required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body Person in connection with with: (x) the execution, delivery or performance of this Agreement, ; or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements Merger or any of the other Contemplated Transactions.

Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote (a) The execution and the filing of the Certificate of Merger required by the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any other Antitrust Laws and obtaining all consents, authorizations, clearances, approvals and waiting period expirations or terminations as may be required in connection with the transactions described herein under the HSR Act and other Antitrust Laws, neither (x) the execution, delivery or performance of this Agreement by the CompanyCompany does not, nor (y) and the consummation by the Company of the Contemplated TransactionsTransactions will not, will directly (i) conflict with, or indirectly result in any violation or breach of, any provision of the Company Charter, the Company Bylaws or of the charter, bylaws, or other organizational document of any Subsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time): , or both) a default (aor give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) contraveneunder, conflict with require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in a violation the imposition of any Encumbrance on the Company’s or any of its Subsidiaries’ assets under, any of the terms, conditions or provisions of the Organizational Documents of any Company Material Contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries; Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (biii) contravenesubject to obtaining the Company Stockholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 2.4(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 2.4(b) having been made, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, violate any Law or any order, writ, injunction, judgment or decree applicable to which the Company or any of its Subsidiaries, Subsidiaries or any of the assets owned its or used by the Company their properties or its Subsidiaries, is subjectassets, except as in the case of clause (iii) of this Section 2.4(a) for any such conflicts or violations, that have not had, and would not reasonably be expected to be material result in, a Company Material Adverse Effect. (b) No consent, approval, license, permit, Order or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to the Company or its business; (c) contravene, conflict with or result in a violation of any of its Subsidiaries in connection with the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held execution and delivery of this Agreement by the Company or its Subsidiariesthe consummation by the Company of the Contemplated Transactions, except as would not reasonably be expected to be material to the Company or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: for (i) declare a default or exercise any remedy under any obtaining the Company Material Contract; Stockholder Approval, (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of Delaware pursuant Company is qualified as a foreign corporation to transact business, (iii) any filings required to be made with the DGCLSEC in connection with this Agreement and the Contemplated Transactions, and (iiiv) such consents, waivers, approvals, ordersOrders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable federal and state securities Laws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation rules and regulations of the Contemplated TransactionsNasdaq Global Market, which and (v) such other consents, licenses, permits, Orders, authorizations, filings, approvals and registrations which, if individually not obtained or in the aggregate were made, have not given or obtainedhad, and would not reasonably be expected to prevent or materially delay the ability of the result in, a Company to consummate the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsMaterial Adverse Effect.