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 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 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 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 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 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 (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 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. (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 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 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, 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. (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 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 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 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 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. 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 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. 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. 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 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 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 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. (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 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 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. (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, 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 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 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 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 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 (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. 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 (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 Except as set forth in Part 2.18 of the Required Company Stockholder Vote Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements by Sole Member and the filing Seller, nor the consummation or performance by the Seller and Sole Member of any of the Certificate of Merger required by Transactions, or the DGCL sale 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 assignment of the Contemplated TransactionsPurchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of, the certificate of any formation, operating agreement or other organizational documents of the provisions of the Organizational Documents of the Company or any of its Subsidiaries;Seller; Asset Purchase Agreement, MTBC & RMB 14 (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 Order to which the Company or its SubsidiariesSeller, or any of the assets owned or used by of the Company or its SubsidiariesSeller, is subject, except as would not reasonably be expected to be material to the Company or its business; (c) cause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body; (d) 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 Purchased Assets or is held by the Company Seller or its Subsidiaries, except as would not reasonably be expected to be material to any employee of the Company or its businessSeller; (de) 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 of Seller’s Contracts; (f) give any Person the right to: to (i) declare a default or exercise any remedy under any Company Material Contract; of Seller’s Contracts, (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 (iviii) cancel, terminate or modify any term of any Company Material such Contract, except in the case of any non-material breach, default, penalty or modification; or (eg) 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)Purchased Assets. Except for (i) the filing as set forth in Part 2.18 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 Schedule, neither the Company Seller nor any of its Subsidiaries is or the Sole Member 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, 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) 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 (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) 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 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 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 (a) Except for filings with and approvals of the Required Company Stockholder Vote transactions contemplated hereby by the Federal Communications Commission (the "FCC") and the filing expiration of applicable waiting periods under the Certificate Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger required by 1976, as amended (the DGCL "HSR Act"), and subject to making all filings receipt of the consents and notifications as may be required approvals listed in connection with 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 and performance by Company of this Agreement by the CompanyAgreement, nor (y) the consummation by Company of the Contemplated Transactionstransactions contemplated hereby, will directly nor compliance by Company with any of the provisions hereof, will: (1) violate, conflict with, result in a breach of any provision of, constitute a default (or indirectly (an event that, with or without notice or lapse of time): (atime or both, would constitute a default) contraveneunder, conflict with result in the termination of, accelerate the performance required by, or result in a violation right of termination or acceleration, the loss of a material right or benefit, or the creation of any Lien, upon any of the provisions properties or assets of Company, or any Company Subsidiary under any of the Organizational Documents terms, conditions or provisions of, (x) their respective Articles of the Incorporation or Bylaws, or (y) any note, bond, mortgage, indenture, Material Contract or Company Employee Plan (as defined herein) to which Company or any of its Subsidiaries;the Company 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; or (b2) contraveneviolate any judgment, conflict with or result in a violation ofruling, 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 decree, or decree any statute, rule or regulation applicable to which the Company or its Subsidiaries, or any of the assets owned Company Subsidiaries or used any of their respective properties or assets. (b) Except for filings with and approvals of the transactions contemplated hereby by the Company FCC and the expiration of applicable waiting periods under the HSR Act or its Subsidiaries, is subject, except as would not reasonably be expected to be material to otherwise set forth in Section 3.5 of the Company Disclosure Schedule, no notice to, filing with, authorization of, exemption by, or its business;consent or approval of, any governmental authority or other regulatory body or other Person is necessary for the consummation by Company of the transactions contemplated by this Agreement. (c) contravene, conflict with or result in a violation of any From and after the execution and delivery 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 agreements in the case forms of any non-material breachExhibit 3.5(c)(1) (the "Subordinated Notes Agreement") and Exhibit 3.5(c)(2) hereto (the "Contingent Rights Agreement"), 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 holders of the Certificate of Merger 12% Senior Subordinated Notes due 2006 (the "Subordinated Notes") and the Contingent Rights respectively, shall have agreed that the Subordinated Notes and Contingent Rights will be discharged and satisfied in full at Closing in accordance 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 provisions of this Agreement, or (y) and that all documents and instruments related to the consummation Subordinated Notes and Contingent Rights will be terminated as of the Contemplated TransactionsClosing, which if individually or and the holders of Contingent Rights shall have agreed to release Merger Partner, Media Communications, Sub and their affiliates and Company and each Company Subsidiary shall be released, on the terms and subject to the conditions set forth in the aggregate were not given or obtainedContingent Rights Agreement. Copies of such agreements, would reasonably as executed, will be expected provided 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 TransactionsMerger Partner.

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 the Required Company Stockholder Vote and Vote, the filing of the First Certificate of Merger and the Second 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 (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Mergers or 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 Company’s Organizational Documents of or (ii) any resolution adopted by the stockholders, the Company Board or any of its Subsidiariescommittee thereof; (b) contravene, conflict with or result in a material violation of, or to the Knowledge of the Company, give any Governmental Body or other Person the right to challenge the Mergers or 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, subject except as would not reasonably be expected to be material to the Company Company, its Subsidiaries or its businesstheir respective businesses; (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, Subsidiaries except as would not reasonably be expected to be material to the Company Company, its Subsidiaries or its businesstheir respective businesses; (d) 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 to the Knowledge of the Company, 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 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 non-material breach, default, penalty or modification, which would not, individually or in the aggregate, have a Company 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 or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the Required Company Stockholder Vote, (ii) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) any required filings under the HSR Act and any foreign antitrust Legal Requirement 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 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 Mergers or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability any 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 Mergers and the Contemplated Transactions. No other state takeover statute or similar Law Legal Requirement applies or purports to apply to the MergerMergers, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements 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 (x) Neither the execution, delivery or performance of this Agreement by any of the CompanyTransaction Agreements, nor (y) 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 Documents Seller's certificate of the Company incorporation or bylaws or any resolution adopted by Seller's board of its Subsidiariesdirectors or any committee thereof; (b) contravene, conflict with or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge any of 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 Subsidiaries, Seller or any of the assets owned or used by Assets is subject that will have a Material Adverse Effect on the Company or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company or its businessAssets of Seller; (c) contravene, conflict with contravene 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 or modify, any Governmental Authorization that is held by the Company Seller or its Subsidiaries, except as would not reasonably be expected to be material that otherwise relates to the Company or its businessAssets that will have a Material Adverse Effect on the Assets of Seller; (d) contravene, conflict with contravene or result in a material violation or breach of, or result in a default under, any provision of any Company Material ContractAssumed Contract related to the Assets, or give any Person the right to: to (i) declare a default or exercise any remedy under any Company Material such Assumed 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; such Assumed Contract or (iviii) cancel, terminate or modify any term such Assumed Contract that will have a Material Adverse Effect on the Assets of any Company Material Contract, except in the case of any non-material breach, default, penalty or modificationSeller; or (e) result in the imposition or creation of any material lien or other material 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, Assets. Seller 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 other than with the Bankruptcy Court in connection with (xA) the execution, delivery or performance of this Agreement, any of the Transaction 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 transactions contemplated by 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 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 by the CompanyParent or Proteon 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 SubsidiariesProteon Merger Sub; (b) contravene, conflict with or result in a material violation of, or 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 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, 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) demand 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 material asset owned or used by the Company Parent or its Subsidiaries (except for Permitted Encumbrances). Except for (i) the Required Parent Stockholder Vote, (ii) the Parent Pre-Effective Time Charter Amendment, (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 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 (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 Proteon Merger Sub to consummate the Contemplated Transactions. The Company Parent Board has and the Proteon 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 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 Except as set forth in Section 3.5 of the Parent Disclosure Schedule, subject to obtaining the Required Company Parent Stockholder Vote Vote, the filing of the Certificates of Merger required by the DGCL and DLLCA 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 DGCLDGCL and 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. The Parent Board, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay First Merger Sub Board and the ability sole member of the Company to consummate the Contemplated Transactions. The Company Board has Second Merger Sub 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 or any of the other 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 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 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 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; (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 business; (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) 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 asset owned or used by the Company or its Subsidiaries (except for Permitted Encumbrances). . (b) Except for (i) the Required Company Stockholder Vote, (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 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, 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, 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 compliance with the HSR Act and any foreign antitrust Legal Requirement, obtaining the Required Company Arrow Stockholder Vote and the filing of the First Certificate of Merger and the Second Certificate of Merger, each 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 (x) the execution, delivery or performance of this Agreement by the CompanyArrow or Merger Subs, 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 of Arrow, OTI, or Merger Subs or (ii) any resolution adopted by the Company stockholders, the Arrow Board or any of its Subsidiariescommittee thereof, or the Merger Subs; (b) contravene, conflict with or result in a material violation of, or to the Knowledge of Arrow, give any Governmental Body or other Person 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 Legal Requirement or any order, writ, injunction, judgment or decree to which the Company Arrow or its Subsidiaries, OTI or any of the assets owned or used by the Company Arrow or its SubsidiariesOTI, is subject, except as would not reasonably be expected to be material to the Company Arrow or OTI 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 SubsidiariesArrow, except as would not reasonably be expected to be material to the Company Arrow or its business; (d) contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Arrow Material Contract, or or, to the Knowledge of Arrow, give any Person the right to: (i) declare a default or exercise any remedy under any Company Arrow Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company such Arrow Material Contract; (iii) accelerate the maturity or performance of any Company Arrow Material Contract; or (iv) cancel, terminate or modify any term of any Company Arrow Material Contract, except in the case of any non-material breach, default, penalty or modification, which would not, individually or in the aggregate, have an Arrow 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 Arrow or its Subsidiaries OTI (except for Permitted Encumbrances). Except for (i) any Consent set forth on Part 3.5 of the Arrow Disclosure Schedule under any Arrow Contract, (ii) the approval of the Mergers and the issuance of shares of Arrow Common Stock in the Mergers, (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 DGCL, (iv) any required filings under the HSR Act and any foreign antitrust Legal Requirement , (v) the filing of the Registration Statement with the SEC in accordance with the Exchange Act and (iivi) 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 Laws, neither the Company nor any of its Subsidiaries is or Arrow was 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 (x) the execution, delivery or performance of this Agreement, Agreement or (y) the consummation of the Contemplated Transactions, which if individually Mergers or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability any of the Company to consummate the other Contemplated Transactions. The Company Arrow Board, the Merger Sub 1 Board has and the Merger Sub 2 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, Agreement and the Company Arrow Stockholder Support Agreements, the Company Lock-Up Agreements and to the consummation of the Mergers and the other Contemplated Transactions. No other state takeover statute or similar Law Legal Requirement applies or purports to apply to the MergerMergers, this Agreement, the Company Arrow Stockholder Support Agreements, the Company Lock-Up Agreements 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 (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 AngioDynamics Corporations; (b) subject to such filings, if any, 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 order, writ, injunction, judgment or decree Order to which any of the Company or its SubsidiariesAngioDynamics Corporations, or any of the material assets owned or used by any of the Company or its SubsidiariesAngioDynamics 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 material Governmental Authorization that is held by any of the Company AngioDynamics 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 AngioDynamics Corporations or its business;to any of the assets owned or used by any of the AngioDynamics 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, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Parent Material Contract; , or (iviii) 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 . Except as may be required by the Company or its Subsidiaries (except for Permitted Encumbrances). Except for (i) Securities Act, the filing Exchange Act, the DGCL and the rules and regulations of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant Nasdaq (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 Laws, pursuant to the HSR Act or other Antitrust Lawsand except for any Consent required under any Parent Material Contract, neither none of the Company nor any of its Subsidiaries AngioDynamics 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 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 any such consent would not have a Material Adverse Effect on the AngioDynamics Corporations.

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 SubsidiariesPxxxxx, 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 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 (a) Assuming that all Required Consents have been made, 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, Agere Systems Proprietary any provision of Merger Seller's or the applicable 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 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 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 Seller, a Subsidiary, the Optoelectronics 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 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 a Subsidiary in connection with the execution, delivery and performance of this Agreement or the Collateral Agreements 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 (xii) 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 executionbenefits of or delegate performance with regard thereto in any material respect, delivery or performance of this Agreement by the Company, nor which are set forth in Schedule 3.4(b) (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: items (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) 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, 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 3.19 of the Yumanity Disclosure Schedule, and subject to obtaining the Required Company Yumanity Stockholder Vote and for the Yumanity Stockholder Proposals, 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 CompanyYumanity 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 Yumanity or any of its Subsidiaries, or (ii) any resolution adopted by the stockholders, the Yumanity Board of Directors or any committee of the Company Yumanity Board of Directors or the Board of Directors of any of its Subsidiaries; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body or, to the Knowledge of Yumanity, 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 Yumanity or any of its Subsidiaries, Subsidiaries or any of the assets owned or used by the Company Yumanity or any of 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 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 Yumanity or any of its Subsidiaries or that otherwise relates to the Company business of Yumanity or any of its Subsidiaries or to any of the material assets owned or used by Yumanity or any of 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 Yumanity Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Yumanity Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any Company Material such Yumanity Contract; (iii) accelerate the maturity or performance of any Company Material Yumanity Contract; or (iv) cancel, terminate or modify any term of any Company Material Yumanity Contract; except, except in the case of any Yumanity Material Contract, any non-material breach, default, penalty or modification; ormodification and in the case of all other Yumanity Contracts, any breach, default, penalty or modification that would not result in a Yumanity 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 Yumanity (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 Yumanity); or (f) result in the transfer of any material asset of Yumanity or any Yumanity Subsidiaries to any Person. Except for (i) for any Consent set forth in Part 3.19 of the Yumanity Disclosure Schedule under any Yumanity Contract, (ii) the approval of the Yumanity Stockholder Proposals and the issuance of shares of Yumanity Common Stock, (iii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Washington pursuant to the DGCLWBCA, (iv) the filing of an amendment to Yumanity’s certificate of incorporation to effect the Reverse Split (to the extent applicable and deemed necessary by the Parties), 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 LawsYumanity 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 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 all consents, waivers, approvals, orders, clearances, authorizations, registrations, declarations and or 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 specified in connection with (xSection 3.4(b) 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 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 and the Company Stockholder Support Agreements, Ancillary Agreements to which the Company Lock-Up Agreements Sellers or each Affiliate of the Sellers (including the Company) will be a party and to the consummation of the Contemplated Transactions. No other state takeover statute transactions contemplated hereby and thereby by the Sellers or similar Law applies each Affiliate of the Sellers (including the Company) do not and will not: (i) result in any material breach or purports material violation of, or conflict with, any provision of their Governing Documents, (ii) result in any material respect, violate or result in a breach of, or constitute an occurrence of default under, result in the acceleration or cancellation of or give rise to apply a right by any party to terminate or amend, any Material Contract to which the Company or the Sellers (with respect to the MergerBusiness) is a party or by which it is bound, this Agreement(iii) result in the imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of the Company or the Sellers (with respect to the Business) or the Units or equity interests owned by Equity Seller in the Company, or (iv) violate any applicable Law of any Governmental Body having jurisdiction over the Sellers, any Affiliate, the Company Stockholder Support AgreementsCompany, or the Business or by which any of the properties and assets of the Company, the Company Lock-Up Agreements Sellers or any of their Affiliates (with respect to the Contemplated TransactionsBusiness), are bound; except, in the case of clauses (iii) and (iv), any such impositions, 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 Material Adverse Effect. (b) Assuming the accuracy of the representations and warranties of Buyer in Section 4.3(b), no consent, approval, order, clearance or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Sellers or any of their Affiliates (including the Company) in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Sellers or any of their Affiliates (including the Company) are a party and for the consummation of the transactions contemplated hereby or thereby by the Sellers or such Affiliate (including the Company) except for such other consents or approvals of Governmental Bodies or other Third Parties set forth on Section 3.4(b) of the Sellers Disclosure Schedule, (the “Scheduled Consents”), and such other consents, approvals, orders, clearances, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have 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 (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 all consents, waivers, approvals, orders, clearances, authorizations, registrations, declarations and or 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 specified in connection with (xSection 3.4b) 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 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 and the Company Stockholder Support Agreements, the Company Lock-Up Ancillary Agreements to which Seller or any of its Affiliates will be a party and to the consummation of the Contemplated Transactions. No transactions contemplated hereby and thereby by Seller or such Affiliate do not and will not: (i) result in any material breach or material violation of, or conflict with, any provision of the Governing Documents of any Acquired Company, (ii) in any material respect, violate or result in a breach of, or constitute an occurrence of default under, result in the acceleration or cancellation of or give rise to a right by any party to terminate or amend, any Material Contract to which any Acquired Company is a party or by which it is bound, (iii) result in the imposition of any Encumbrance (other state takeover statute than Permitted Encumbrances) upon any of the properties or similar assets of any Acquired Company or the shares of capital stock or equity interests directly or indirectly owned by Seller in any Acquired Company, or (iv) violate any applicable Law applies of any Governmental Body having jurisdiction over Seller, such Affiliate, any Acquired Company, or purports to apply to the MergerBusiness or by which any of the properties and assets of any Acquired Company, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or of Seller or any of its Affiliates (to the Contemplated Transactionsextent related to the Business), are bound, in the case of clauses (iii) and (iv) other than any such impositions, 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 Company Material Adverse Effect. (b) Assuming the accuracy of the representations and warranties of Buyer in Section 5.3b), other than the Required Regulatory Approvals, no consent, approval, order, clearance or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller or any of its Affiliates (including any Acquired Company) in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller or any of its Affiliates (including any Acquired Company) is a party and for the consummation of the transactions contemplated hereby or thereby by Seller or such Affiliate except for such other consents or approvals of Governmental Bodies or other Third Parties set forth on Section 3.4b) of the Seller Disclosure Schedules, (the “Scheduled Consents”), and such other consents, approvals, orders, clearances, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

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, its Subsidiaries 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 PubCo or its Subsidiaries, Subsidiaries or any of the assets owned or used by the Company PubCo or its Subsidiaries, 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 Subsidiaries or 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; 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 PubCo or its Subsidiaries (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 Laws, the HSR Act or other Antitrust Lawslaws, neither the Company PubCo 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 Authority 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 . (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 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 give any Governmental Body or, to the Knowledge of the Company, 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 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 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 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 3.20 of the Forza Disclosure Schedule, and subject to obtaining the Required Company Forza Stockholder Vote and for the Forza Stockholder Proposals 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 CompanyForza, 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 the Company incorporation, bylaws or other charter or organizational documents of Forza or any of its the Forza Subsidiaries, or (ii) any resolution adopted by the stockholders, the Forza Board of Directors or any committee of the Forza Board of Directors or the Board of Directors of any of the Forza Subsidiaries; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body or, to the Knowledge of Forza, 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 Forza or any of its Subsidiaries, Subsidiaries or any of the assets owned or used by Forza or any of the Company or its Subsidiaries, Forza 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 Forza or any of its Subsidiaries, except as would not reasonably be expected to be material Subsidiaries or that otherwise relates to the Company business of Forza or its businessany of the Forza Subsidiaries or to any of the material assets owned or used by Forza or any of the Forza 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 Forza Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Forza Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any Company Material such Forza Contract; (iii) accelerate the maturity or performance of any Company Material Forza Contract; or (iv) cancel, terminate or modify any term of any Company Material Forza Contract; except, except in the case of any Forza Material Contract, any non-material breach, default, penalty or modification; ormodification and in the case of all other Forza Contracts, any breach, default, penalty or modification that would not result in a Forza 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 Forza (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 Forza); or (f) result in the transfer of any material asset of Forza or any Forza Subsidiaries to any Person. Except for (i) for any Consent set forth in Part 3.20 of the Forza Disclosure Schedule under any Forza Contract, (ii) the approval of the Forza Stockholder Proposals and the issuance of shares of Forza Common Stock, (iii) Forza’s adoption of this Agreement and the Merger in its capacity as sole stockholder of Merger Sub, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (v) the filing of an amendment to Forza’s certificate of incorporation to effect matters related to the transaction, and (iivi) 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 LawsForza 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 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 the Required Company Stockholder Vote and the filing Except as set forth in Part 2.22 of the Certificate Company Disclosure Schedule, to the Knowledge of Merger required by the DGCL Company and subject except as would not have and would not reasonably be expected to making all filings and notifications as may be required have or result in, individually or 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 Lawsa Company Material Adverse Effect, neither (x1) the execution, delivery or performance of this Agreement by or any of the Companyother Contracts referred to in this Agreement, nor (y2) the consummation of the Arrangement or any of the other Contemplated Transactions, 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/certificate 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 Company 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 Arrangement 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 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 business of any of the Company Acquired Corporations or its businessto any of the assets owned or used by any of the Company Acquired Corporations; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that constitutes a 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 obligation under any such Company Material Contract; , or (iv) cancel, terminate or 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) minor liens 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 Acquired Corporations). (iif) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings Except as may be required under applicable federal and state securities Laws, by the HSR Act or other and any foreign Antitrust Laws, neither and except as set forth in Part 2.22 of the Company nor any Disclosure Schedule, none of its Subsidiaries the Company Acquired 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 AgreementAgreement or any of the other Contemplated Transactions, or (y) the consummation of the Contemplated Transactions, which if individually Arrangement or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability any of the Company to consummate the other 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 For purposes of this Agreement, a Company Acquired Corporation will be deemed to be or to have been “required” to obtain a Consent if the Company Stockholder Support Agreementsfailure to obtain such Consent (i) could result in the imposition of any liability or obligation on, or the Company Lock-Up Agreements and to the consummation expansion of the Contemplated Transactions. No other state takeover statute any liability or similar Law applies or purports to apply to the Mergerobligation of, this Agreement, the Company Stockholder Support Agreements, the Company Lock-Up Agreements or any of the Contemplated TransactionsCompany Acquired Corporations, (ii) could result in the termination, modification or limitation of any contractual or other right of any of the Company Acquired Corporations, or (iii) could otherwise have an adverse effect on the business, condition, capitalization, assets, Intellectual Property, liabilities, results of operations, financial performance or prospects of any of the Company Acquired Corporations.

Non-Contravention; Consents. Subject to compliance with the HSR Act and any foreign antitrust Legal Requirement, obtaining the Required Company Eiger 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 CompanyEiger, 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 Eiger, 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 Eiger; (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 Eiger or its Subsidiaries, or any of the assets owned or used by the Company Eiger 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 Eiger or its Subsidiaries or that otherwise relates to the Company business of Eiger or its Subsidiaries or to any of the assets owned or used by Eiger 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 Eiger Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Eiger Contract; (ii) any material payment, a rebate, chargeback, penalty or change in delivery schedule under any Company Material such Eiger Contract; (iii) accelerate the maturity or performance of any Company Material Eiger Contract; or (iv) cancel, terminate or modify any term of any Company Material Eiger Contract, except except, in the case of any Eiger Material Contract, any non-material breach, default, penalty or modification; ormodification and, in the case of all other Eiger Contracts, any breach, default, penalty or modification that would not result in an Eiger Material Adverse Effect or default; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company Eiger 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 Eiger); or (f) result in, or increase the likelihood of, the transfer of any material asset of Eiger or its Subsidiaries to any Person. Except for (i) for any Consent set forth on Part 2.20 of the Eiger Disclosure Schedule under any Eiger Contract, (ii) the approval of this Agreement and the Contemplated Transactions by Eiger’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 Eiger 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 Merger or any of the other 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 DGCL, and subject to making all filings and notifications as may be required in connection with the transactions described herein expiration or termination of any waiting period under the HSR Act 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 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 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 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 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 Parent and Merger Sub 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 Nautilus 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 CompanyNautilus 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 Nautilus or any of its SubsidiariesMerger Sub; (b) contravene, conflict with or result in a material violation of, or or, to the Knowledge of Nautilus, 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, Nautilus or any of the assets owned or used by the Company or its SubsidiariesNautilus, is subject, except as would not reasonably be expected to be material to the Company Nautilus or its business; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or or, to the Knowledge of Nautilus 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 businessNautilus; (d) contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Company Nautilus Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Nautilus Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company such Nautilus Material Contract; (iii) accelerate the maturity or performance of any Company Nautilus Material Contract; or (iv) cancel, terminate or modify any term of any Company Nautilus 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 Nautilus (except for Permitted Encumbrances). Except for (i) any Consent set forth on Section 3.5 of the Nautilus Disclosure Schedule under any Nautilus Contract, (ii) the Required Nautilus 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 Lawslaws, the HSR Act or other Antitrust Laws, neither the Company nor any of its Subsidiaries Nautilus 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 (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 material to prevent Nautilus or materially delay the ability of the Company to consummate the Contemplated Transactionsits business. The Company Nautilus 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, Agreement and the Company Nautilus 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 Nautilus Stockholder Support Agreements, the Company Lock-Up Agreements or any of the other 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 DGCL, the DGCL and subject to making all filings and notifications as may be required in connection with the transactions described herein under DLLCA, the HSR Act and any other Antitrust Laws all applicable foreign competition act filings, the listing requirements of the NASDAQ Global Select Market and obtaining all consentsthe requirements of the New York Stock Exchange, authorizations, clearances, approvals and waiting period expirations or terminations except as may be required set forth in connection with Part 3.21 of the transactions described herein under the HSR Act and other Antitrust LawsNetScout Disclosure Letter, neither (x1) the execution, delivery or performance of this Agreement by the CompanyAgreement, nor (y2) the consummation of the Mergers or any of the other Contemplated Transactions, 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 SubsidiariesNetScout Companies; (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 SubsidiariesNetScout Companies, or any of the assets owned or used by any of the Company or its SubsidiariesNetScout 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 NetScout 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 NetScout Companies or its Subsidiariesthat otherwise relates to the business of the NetScout Companies or to any of the assets owned or used by any of the NetScout 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 NetScout 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 NetScout Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company such NetScout 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 NetScout Material Contract; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of any Company such NetScout Material Contract, except where such contravention, conflict, violation or default, individually or in the case aggregate, would not reasonably be expected to be material to any of any non-material breach, default, penalty or modificationthe NetScout Companies; 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 NetScout Companies, except where such contravention, conflict, violation or its Subsidiaries (except for Permitted Encumbrances)default, individually or in the aggregate, would not reasonably be expected to be material to any of the NetScout Companies. 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 DLLCA, the HSR Act or other Antitrust LawsAct, all applicable foreign competition act filings, the listing requirements of the NASDAQ Global Select Market and the requirements of the New York Stock Exchange, neither the Company NetScout nor any of its Subsidiaries the NetScout 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 Mergers 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 material 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 TransactionsNetScout Companies.

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. Subject to obtaining the Required Company Stockholder Vote and the filing (a) Except as set forth in Part ‎2.21 of the Certificate of Merger required by Disclosure Schedule, 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 CompanyCompany do not, nor (y) and the performance by the Company of its obligations hereunder and the consummation by the Company of the Contemplated Transactions, First Merger and other transactions contemplated hereby will directly or indirectly (with or without notice or lapse of time):not: (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’s Charter Documents; (bii) contraveneassuming that all consents, approvals and authorizations and other actions described in Section 2.21(b) have been obtained and all filings and obligations described in Section 2.21(b) have been made or complied with, conflict with or result violate in a violation of, or give any Governmental Body material respect any Legal Requirement applicable to the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law Company or any order, writ, injunction, judgment or decree to which the Company or Company, any of its Subsidiaries, 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; (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 any of its Subsidiaries, except as would not reasonably be expected to be Subsidiaries and that is material to the Company or its operation of the Company’s business; (div) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that is or would constitute a Company Material Contract, or give any Person the right to: (iA) 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; (iiiB) accelerate the maturity or performance of any such Company Material Contract; or (ivC) cancel, terminate or modify any 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 lien or other Encumbrance (other than Permitted Encumbrances) upon or with respect to any material asset owned or used by the Company or any of its Subsidiaries Subsidiaries; or (vi) except as set forth in paragraph (b) below, require the Consent of any Person. (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, except for Permitted Encumbrances). Except for (i) applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and the filing and recordation 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 TransactionsDelaware.

Non-Contravention; Consents. Subject to obtaining the Required Company Buyer Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL and subject to making all filings the DLLCA, and notifications as may be the filing 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 LawsAct, neither (x) the execution, delivery or performance of this Agreement by the CompanyBuyer, 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 Buyer or any of its Subsidiaries; (b) contravene, conflict with or result in a material violation of, or or, to the Knowledge of Buyer, 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 Buyer or its Subsidiaries, or any of the assets owned or used by the Company Buyer or its Subsidiaries, is subject, except as would not reasonably be expected to be material to the Company Buyer, its Subsidiaries, or its their business, taken as a whole; (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 Buyer or its Subsidiaries, except as would not reasonably be expected to be material to the Company Buyer, its Subsidiaries, or its their business, taken as a whole; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Buyer Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Buyer Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Buyer Material Contract; (iii) accelerate the maturity or performance of any Company Buyer Material Contract; or (iv) cancel, terminate or modify any term of any Company Buyer 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 Buyer 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 Buyer 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 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 Approval, the filings with the TASE, the ISA and the filing Companies Registrar of all notices or filings required under the Companies Law or the Israeli Securities Law, including with respect to the consummation of the Merger and the issuance of the Certificate of Merger required by the DGCL and subject to making all Companies Registrar or any 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 consentsApplicable Court, 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 SubsidiariesDocuments; (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 requisite approvals and consents in respect of the Contracts set forth in Section ‎‎2.5(d) of the Company Disclosure Schedule, 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 filings with the Companies Registrar and all such other notices or filings with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (ii) or any filings with the Secretary of State of the State of Delaware pursuant to the DGCL, Applicable Court 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 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 Parent Stockholder Vote and the filing of the Certificate Certificates 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 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 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 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 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 Parent Board, the First Merger Sub Board has and Parent, in its capacity as the sole member of Second Merger Sub, 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 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 Laws all applicable foreign Competition Laws, the listing requirements of the NASDAQ Global Select Market and obtaining all consentsthe requirements of the New York Stock Exchange, authorizations, clearances, approvals and waiting period expirations or terminations except as may be required set forth in connection with Section 3.22 of the transactions described herein under the HSR Act and other Antitrust LawsAinge Disclosure Letter, 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 Transactions, 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 of the Company or any of its Subsidiariesthe Ainge Companies; (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 SubsidiariesAinge Companies, or any of the assets owned or used by any of the Company or its SubsidiariesAinge 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 an Ainge 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 Ainge Companies or its Subsidiariesthat otherwise relates to the business of the Ainge Companies or to any of the assets owned or used by any of the Ainge 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 business; have an Ainge Material Adverse Effect; Table of Contents (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Ainge Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company such Ainge 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 Ainge Material ContractContract (other than any Ainge Benefit Plan); or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of any Company such Ainge Material Contract, except in the case of any non-material breachwhere such contravention, conflict, violation or 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 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 Transactions.have an Ainge Material Adverse Effect; or

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 obligation 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 provisions applicable Subsidiary is a party or by which it is bound and which relates to the Mobility 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 the Organizational Documents of the Company any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Mobility Business or the Purchased Assets, other than in the case of its Subsidiaries;clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not material to the Mobility Business, taken as a whole. (b) contraveneNo consent, conflict with approval, order or result in a violation authorization of, or give any Governmental Body the right to challenge the Contemplated Transactions registration, declaration or to exercise any remedy or obtain any relief underfiling with, any Law Person is required to be obtained by Seller or any ordera Subsidiary in connection with the execution, writ, injunction, judgment or decree delivery and performance of this Agreement and the Collateral Agreements to which Seller or such Subsidiary will be a party or for the Company or its Subsidiaries, or any consummation of the assets owned transactions contemplated hereby or used thereby by the Company Seller or its Subsidiaries, is subjectsuch Subsidiary, 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) any filings required to be made under the filing HSR Act, the German Act Against Restraints of Competition, and any applicable filings required under other 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 regard thereto in any material respect or enable the Secretary of State of parties to perform the State of Delaware pursuant to transactions contemplated by the DGCLSupply Agreement, 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 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 material to the executionMobility 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.