Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation of the Merger; provided, however, that (i) any adverse effect (economic or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of the (a) The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted conducted, and is duly qualified to do business and is in good standing to do business as a foreign corporation in each jurisdiction listed in Section 3.1 of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties and assets activities makes such qualification necessary, other than except for such failures to be so organized, qualified or in such jurisdictions where the failure so to qualify would notgood standing that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, the term “Company Material Adverse Effect” means any change, event, circumstance, development or effect (each, a “Change”) that, individually or in the aggregate with all other Changes occurring or existing prior to the determination of a Company Material Adverse Effect, (i) any reference to any event, change or has a material adverse effect being "material" with respect to any entity means an event, change or effect which is material in relation to on the condition (financial or otherwise), propertiesbusiness, assets, liabilities, businessescapitalization, financial condition or results of operations or prospects of such entity the Company and its Subsidiaries Subsidiaries, taken as a whole or (ii) would prevent the Company from consummating the Merger and the other transactions contemplated by this Agreement; provided that, solely for purposes of clause (i) above, none of the following, and no effect arising out of or resulting from the following, in each case to the extent arising after the date of this Agreement, shall constitute (in and of itself) a Company Material Adverse Effect or be taken into account in determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur (except, in the cases of clauses (x) and (y)(A), (C) and (D), where the Company and its Subsidiaries, taken as a whole, and (ii) are disproportionately affected relative to other persons operating in the term "Material Adverse Effect" means, with respect to industries or markets in which the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party Company and its Subsidiaries taken as a wholeoperate): (x) any Change generally affecting (A) the industries in which the Company and its Subsidiaries operate or (B) the economy, credit or financial or capital markets in the United States or elsewhere in the world, including changes in interest or exchange rates, or (y) any Change arising out of, resulting from or attributable to (A) changes or prospective changes in law, in applicable regulations of any Governmental Entity, in generally accepted accounting principles or in accounting standards, or any changes or prospective changes in the interpretation or enforcement of any of the foregoing, (bB) prevent the announcement or materially delay pendency of this Agreement, (C) political conditions (or developments or changes in such conditions) or acts of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), sabotage or terrorism, (D) pandemics, earthquakes, hurricanes, tornados or other natural disasters, (E) any decline in the consummation market price, or change in trading volume, of any capital stock of the Merger; providedCompany (it being understood, howeverin each case, that (i) any adverse effect (economic the facts or otherwise) that is caused by conditions affecting the economy occurrences giving rise or security markets generally shall not contributing to such decline or change may be deemed to constitute, or be taken into account in determining whether there has been been, or would reasonably be expected to be, a Company Material Adverse Effect), but this exception is not applicable to (F) any such adverse effect that is caused legal proceedings brought by condition(s) affecting the industry in which any current or former stockholders of the Company competes (on their own behalf or economies on behalf of the Company) arising out of or in connection with this Agreement, any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not or any action taken by the Company or the Company Board in connection with this Agreement or (G) any failure by the Company to meet any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, or any failure by the Company to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood, in each case, that the facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been been, or would reasonably be expected to be, a Company Material Adverse Effect). The For the avoidance of doubt, the parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company has made available to Levy Acquisition Co. true and complete copies Material Adverse Effect in the prior sentence of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsthis paragraph.

Organization, Standing and Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its incorporation, has all requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted conducted, and is duly qualified to do business as a foreign corporation and in good standing to do conduct business in each jurisdiction in which the nature of its business it is conducting, or the operation, ownership or leasing of its properties and assets properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would notcould not reasonably be expected to (i) have a Material Adverse Effect (as defined below) with respect to the Company or (ii) materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company has heretofore made available to Parent complete and correct copies of its and its Subsidiaries' respective Certificates of Incorporation and Bylaws. All Subsidiaries of the Company and their respective jurisdictions of incorporation or organization are identified on Schedule 4.1 (a) As used in this Agreement: a "Material Adverse Effect" shall mean, with respect to any party, any events, changes or effects which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of such party and its Subsidiaries, taken as a whole; provided, however, that the matters disclosed on Exhibit D hereto shall not be considered in determining whether one or more events, changes or effects could reasonably be expected to have a Material Adverse Effect on the Company. As used in this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation of the Merger; provided, however, that (i) any adverse effect (economic or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of the Company Parent and its Subsidiaries the Transitory Subsidiary is a corporation duly organized, validly existing and in corporate good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted conducted, and is duly qualified to do business and is in good standing to do business as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties and assets activities makes such qualification necessary, other than except for such failures to be so organized, qualified or in such jurisdictions where the failure so to qualify would notgood standing, individually or in the aggregate, that have not had, and are not reasonably likely to have, a Parent Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, the term “Parent Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or any material adverse effect on, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), propertiesbusiness, assets, liabilities, businesses, financial condition or results of operations or prospects of such entity the Parent and its Subsidiaries Subsidiaries, taken as a whole, and or (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation ability of the MergerParent or the Transitory Subsidiary to consummate the transactions contemplated by this Agreement; provided, however, that none of the following (iindividually or in combination) any adverse effect (economic shall be deemed to constitute, or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been or would be, a Parent Material Adverse Effect: (A) any adverse change or effect resulting from or relating to general business, but this exception is not applicable economic or financial market conditions; (B) any adverse change or effect resulting from or relating to conditions generally affecting the industry or sector in which the Parent or any of its Subsidiaries operates or competes; (C) any adverse change or effect resulting from or relating to any such acts of terrorism or war or any armed hostilities; (D) any adverse change or effect that is caused (including, without limitation, any adverse change or effect resulting from or relating to a cancellation of or delay in customer orders, a reduction in sales, a loss of employees, an action taken by condition(sa competitor, a disruption in any relationship with any supplier, licensor, licensee, partner, employee or other person or a claim, action or proceeding) affecting resulting from or relating to the announcement or pendency of the Merger or any of the other transactions contemplated by this Agreement; (E) any adverse change or effect resulting from or relating to the taking of any action contemplated by this Agreement or any action to which the Company shall have consented; (F) any adverse change or effect resulting from or relating to any breach by the Company of any provision of this Agreement or any other action by the Company or any Subsidiary of the Company; (G) any failure to meet internal, published or other estimates, predictions, projections or forecasts of revenues, net income or any other measure of financial performance; (H) any adverse change or effect resulting from or relating to changes in laws or interpretations thereof by courts or other Governmental Entities; or (I) any adverse change or effect resulting from or relating to changes in GAAP (as defined herein) which are published and released for the industry in which the Company competes or economies Parent operates (but specifically excluding any changes in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; GAAP and (ii) any direct, adverse effect that results solely from the public announcement accounting policies of the transactions contemplated Parent which are implemented by this Agreement the Parent after the date hereof). An adverse change in the stock price of the Parent Common Stock shall not not, in and of itself, be taken into account in determining whether there has been deemed to have a Parent Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of the Company and its Subsidiaries (as defined in Section 9.12) is a corporation legal entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation, organization and has all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being presently conducted and is duly qualified to do business and is in good standing to do business as a foreign legal entity in each jurisdiction in which where the nature ownership, leasing or operation of its assets or properties or conduct of its business or the ownership or leasing of its properties and assets makes such qualification necessaryrequires this qualification, other than in such jurisdictions except where the failure to be so to qualify would notorganized, individually qualified or in the aggregategood standing, or to have such power or authority, would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, (i) “Company Material Adverse Effect” means any reference to any change, effect, event, change development, occurrence, condition or effect being "material" state of facts (collectively, “Effects”), that, in the aggregate with respect all other Effects, is, or would reasonably be expected to any entity means an eventbe, change or effect which is material in relation (1) materially adverse to the condition (financial or otherwise), propertiesbusiness, assets, liabilities, businesses, financial condition or results of operations or prospects of such entity the Company and its Subsidiaries taken as a whole, and or (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b2) prevent or materially delay the consummation of the Merger; providedprovided that in no event shall any of the following, howeveralone or in combination, that (i) be deemed to constitute, nor shall any adverse effect (economic or otherwise) that is caused by conditions affecting of the economy or security markets generally shall not following be taken into account in determining whether there has been been, or there would reasonably be expected to be, a Company Material Adverse Effect: (a) any Effect relating to, or resulting from, any change or developments in or to local, regional, national or foreign political, economic or financial conditions or in or to local, regional, national or foreign credit, financial, banking or securities markets (including any disruption thereof), including any Effect caused by acts of terrorism or war or armed hostilities (whether or not declared), (b) any Effect affecting generally any of the industries, geographic areas or business segments in which the Company or any of its Subsidiaries operates, (c) any Effect relating to, or resulting from, any hurricane, earthquake or other natural disasters, (d) any change in the share price or trading volume (as opposed to the facts underlying such change) of the Company Common Stock on the Nasdaq Global Select Market of The NASDAQ Stock Market LLC (“NASDAQ”) (provided, however, that the facts and circumstances giving rise to such Effect that are not otherwise excluded from the definition of Company Material Adverse Effect may be considered for purposes of determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect), (e) any Effect relating to, or resulting from, the adoption, implementation, promulgation, repeal, modification or proposal of any Law (as defined in Section 3.3(b)) or U.S. generally accepted accounting principles (“U.S. GAAP”), after the date of this Agreement, (f) any failure, in and of itself (as opposed to the facts underlying such failure), to meet any budgets, plans, projections or forecasts of the Company’s or its Subsidiaries’ revenue, earnings or other financial performance or results of operations, or any published financial forecasts or analyst estimates with respect to the revenue, earnings or other financial performance or results of operations of the Company or its Subsidiaries or any change in analyst recommendations, for any period (provided, however, that the facts and circumstances giving rise to such failures that are not otherwise excluded from the definition of Company Material Adverse Effect may be considered for purposes of determining whether there has been, or there would reasonably be expected to be, a Company Material Adverse Effect may be considered for purposes of determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect) or (g) any Effect directly relating to, or resulting from, the execution, performance or announcement of this Agreement or the Related Agreements (including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, licensees, distributors, partners or employees, the loss or departure of officers or other employees of the Company or its Subsidiaries and any pending or threatened Proceeding (as defined in Section 3.7) challenging this Agreement, any of the Related Agreements or the transactions contemplated hereby or thereby, or otherwise resulting from the pursuit of the consummation of the transactions contemplated hereby or thereby; except that clauses (a), (b), (c) and (e), shall not be applicable with respect to Effects to the extent, but this exception is not applicable only to the extent, that any such adverse effect that is caused by condition(s) affecting Effects have had, or would reasonably be expected to have, a disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsSubsidiaries operate.

Organization, Standing and Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, businesses or operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the CompanyCompany or Concord, any change, event or effect shall have occurred or been threatened that, when taken together with all other adverse changes, events or effects that have occurred or been threatened would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, or (b) prevent or materially delay the consummation consummation, or increase the cost to Concord or Merger Sub, of the Merger; provided, however, that (i) any adverse effect (economic or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. Concord true and complete copies of its articles certificate of incorporation and bylaws by-laws and the articles certificate of incorporation and bylaws by-laws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws by-laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles certificate of incorporation, bylaws by-laws or equivalent organizational documents.

Organization, Standing and Power. Each of the (a) The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporationDelaware, and has all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted conducted. The Company and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing to do business in each jurisdiction in which the nature of its business or the ownership ownership, leasing or leasing operation of its properties and assets makes such qualification or licensing necessary, other than in such jurisdictions except where the failure to be so to qualify would not, individually qualified or licensed or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity good standing has not had and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would not reasonably be expected to (a) be have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, except in each case as would not have a Company Material Adverse Effect. For purposes of this Agreement, “Company Material Adverse Effect” means any event, change, circumstance, occurrence, effect or state of facts that is materially adverse to the business, assets, propertiesliabilities, financial condition or results of operations or condition (financial or otherwise) of such party the Company and its Subsidiaries Subsidiaries, taken as a whole, (b) prevent or materially delay the consummation of the Merger; provided, however, that (i) no event, change, circumstance, occurrence, effect or state of facts to the extent arising out of or attributable to any adverse effect (economic of the following, either alone or otherwise) that is caused by conditions affecting the economy in combination, shall constitute, or security markets generally shall not be taken into account in determining whether there is or has been been, a Company Material Adverse Effect: (1) any condition, but this exception is not applicable to any such adverse change, event, occurrence or effect that is caused by condition(s) affecting in the industry in which the Company competes or economies any of its Subsidiaries operates, or the United States or global economy, (2) changes, events, effects or occurrences in any locations where the Company owns material assetsfinancial, credit, banking or securities markets, including real propertyeffects on such markets resulting from any regulatory and political conditions or developments in general as well as any decline in the price of any market index, or has material operations in respect of any interest rate or sales exchange rate changes or customers; and general financial or capital market conditions, (ii3) compliance with the terms of this Agreement, the taking of any action required by this Agreement or taken pursuant to or in connection with this Agreement with the consent or at the request or direction of Parent, or the failure to take any action that is prohibited by this Agreement or that is not taken as a result of a failure of Parent to consent to any action requiring Parent’s consent under this Agreement or any action taken by Parent, Merger Sub or Merger Sub 2, (4) any directacts of God, adverse effect that results solely from natural disasters, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of terrorism, armed hostilities or war; (5) the public negotiation, execution, announcement or performance of this Agreement or the announcement, pendency of or performance of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Agreement, including by reason of the identity of Parent or any communication by Parent regarding the plans or intentions of Parent with respect to the conduct of the business of the Company has made available to Levy Acquisition Co. true and complete copies or any of its articles Subsidiaries and including the impact of incorporation any of the foregoing on any relationships, contractual or otherwise, with customers, suppliers, distributors, collaboration partners, stockholders, lenders, employees or regulators (including without limitation, any cancellations of or delays in customer or client agreements, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees caused thereby), (6) any failure, in and bylaws of itself, by the Company or its Subsidiaries to meet internal, analysts’ or other earnings estimates or financial projections, or forecasts for any period, or the issuance of revised projections that are not as optimistic as those in existence as of the date hereof, or any change in credit ratings or other ratings with respect to the Company or any of its Subsidiaries and the articles of incorporation and bylaws (7) any pending, initiated or equivalent organizational documents) of each Subsidiary of threatened legal or administrative proceeding, claim, suit or action against the Company, any of its Subsidiaries or any of their respective officers or directors, in each as amended case, arising out of or relating to date. Such certificates the execution of incorporationthis Agreement or the announcement, bylaws pendency or equivalent organizational documents are in full force performance of the transactions contemplated by this Agreement; provided, that, with respect to clauses (1), (2) and effect(4), and neither the impact of such event, change, circumstances, occurrence, effect or state of facts is not disproportionately adverse (relative to other industry participants of comparable size to the Company) to the Company nor any Subsidiary of the Company is in violation of any provision of and its articles of incorporationSubsidiaries, bylaws or equivalent organizational documentstaken as a whole.

Organization, Standing and Power. Each of the Company Buyer and its Subsidiaries the Transitory Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing to do business as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties and assets activities makes such qualification necessary, other than except for such failures to be so organized, qualified or in such jurisdictions where the failure so to qualify would notgood standing, individually or in the aggregate, that have not had, and may not reasonably be expected to have, a Buyer Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, the term “Buyer Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or any material adverse effect on, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), propertiesbusiness, assets, liabilities, businessescapitalization, condition (financial or other), or results of operations or prospects of such entity the Buyer and its Subsidiaries Subsidiaries, taken as a whole, and or (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation ability of the MergerBuyer or the Transitory Subsidiary to consummate the transactions contemplated by this Agreement; provided, however, none of the following in and of itself or themselves shall be deemed to constitute a Buyer Material Adverse Effect: (w) any decrease in the market price or trading volume of the Buyer Common Stock after the date hereof (provided, however, that the exception in this clause shall not in any way prevent or otherwise affect a determination that any change, event, circumstance, development or effect underlying such decrease has resulted in, or contributed to, a Buyer Material Adverse Effect); (ix) any failure by the Buyer to meet forecasts or published revenue or earnings predictions for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement (provided, however, that the exception in this clause shall not in any way prevent or otherwise affect a determination that any change, event, circumstance, development or effect underlying such failure has resulted in, or contributed to, a Buyer Material Adverse Effect); (y) any cancellation or deferral of customer orders, reductions in sales, disruption in supplier, distributor, partner or similar relationships or loss of broadcast employees, in each case to the extent attributable to the public announcement or pendency of the Merger; or (z) any adverse change, event, circumstance, development or effect (economic or otherwise) that is caused by results from changes attributable to conditions affecting the industries in which the Buyer participates or the economy as a whole in the United States or security markets generally shall the other countries in which the Buyer conducts its principal operations or derives significant sales (which changes in each case do not be taken into account disproportionately adversely affect the Buyer and its Subsidiaries compared to other companies of similar size operating in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; Buyer and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsSubsidiaries operate).

Organization, Standing and Power. Each of the (a) The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationRhode Island, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and as proposed to be conducted by the Company as of the date of this Agreement, and is duly qualified to do business and is in good standing to do business as a foreign corporation in each jurisdiction listed in Section 3.1 of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties and assets activities makes such qualification necessary, other than except for such failures to be so organized, qualified or in such jurisdictions where the failure so to qualify would notgood standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "“Company Material Adverse Effect" means, with respect to the Company, ” means any change, event event, circumstance, development or effect shall have occurred (any such item, a “Change”) that, when taken together individually or in the aggregate with all other adverse changesChanges occurring or existing prior to the determination of a Company Material Adverse Effect, events or effects that have occurred would has or would reasonably be expected to have, a material adverse effect on (ai) be materially adverse to the business, assets, propertiesliabilities, capitalization, financial condition or results of operations or condition (financial or otherwise) of such party the Company and its Subsidiaries Subsidiary, taken as a whole, or (bii) prevent or materially delay the consummation ability of the MergerCompany to consummate the Merger and the other transactions contemplated by this Agreement; providedprovided that, however, that solely for purposes of clause (i) above, none of the following, and no effect arising out of or resulting from the following, in each case to the extent arising after the date of this Agreement, shall constitute (in and of itself) a Company Material Adverse Effect or be taken into account in determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur (except, in the case of clauses (A), (B), (E) or (I), where the Company or its Subsidiary are disproportionately affected relative to other comparable persons operating in the industries in which the Company and its Subsidiary operate): (A) any adverse effect (changes in national or world economic or otherwisepolitical conditions or the national or foreign financial, credit or securities markets; (B) any changes that is caused affect generally the sunglass industry; (C) any outbreak or escalation of hostilities or war or any act of sabotage or terrorism, or any escalation or worsening of such acts, or any earthquakes, hurricanes, tornados, other wind storms, floods or other natural disasters, except in the event, and only to the extent, of any damage or destruction to or losses of the Company’s or its Subsidiary’s physical properties; (D) any action taken or not permitted to be taken pursuant to the express terms and conditions of this Agreement or taken or requested not to be taken at the express written direction or with the express written consent of Parent; (E) any changes in GAAP or any laws, statutes, ordinances, codes, rules, regulations, decrees and orders of any Governmental Entity (each a “Law”) or interpretation or application of the foregoing; (F) any failure, in and of itself, by conditions affecting the economy Company to meet any internal or security markets generally shall not external projections, forecasts or revenue or earnings predictions or guidance for any period (it being understood that the facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been been, or would reasonably be expected to be, a Company Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s); (G) affecting the industry suspension of trading in which securities on the Company competes New York Stock Exchange or economies the NASDAQ Global Market or a decline in any locations where the Company owns material assets, including real propertyprice, or has material operations or sales or customers; and (ii) any directa change in the trading volume, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not Class A Common Shares on the NASDAQ Global Market (it being understood, in each case, that the facts or occurrences giving rise or contributing to such decline or change may be deemed to constitute, or be taken into account in determining whether there has been been, or would reasonably be expected to be, a Company Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies ); (H) any shareholder litigation or threatened shareholder litigation, in each case, arising from allegations of its articles a breach of incorporation and bylaws and fiduciary duty or similar obligations in connection with this Agreement or the articles of incorporation and bylaws transactions contemplated hereby, including the Merger; (or equivalent organizational documentsI) of each Subsidiary any shutdown of the CompanyUnited States government, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary failure of the Company United States government to meet its debt obligations or the downgrading of the United States credit rating; or (J) the execution or announcement of this Agreement or the transactions contemplated hereby, including the Merger, including any Change that is in violation directly attributable to the identity or business of the Parent or its Subsidiaries, including any provision of its articles of incorporationimpact on relationships, bylaws contractual or equivalent organizational documentsotherwise, with customers, suppliers, or employees.

Organization, Standing and Power. Each of the (a) The Company and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporationDelaware, (ii) has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to do business jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership ownership, leasing or leasing operation of its properties and assets makes such qualification or licensing necessary, other than except in such jurisdictions the case of clause (iii), where the failure to be so to qualify would notqualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. As used in Effect. (b) For purposes of this Agreement, (i) any reference to “Material Adverse Effect” means any event, change change, circumstance, occurrence, effect or effect being "material" with respect state of facts (any such item, an “Effect”) that (A) is or would reasonably be expected to any entity means an event, change or effect which is material in relation be materially adverse to the business, condition (financial or otherwise), properties, assets, liabilities, businesses, or results of operations or prospects of such entity the Company and its Subsidiaries Subsidiaries, taken as a wholewhole or (B) materially impairs the ability of the Company to consummate, and (ii) or prevents or materially delays, the term "Material Adverse Effect" means, with respect to Merger or any of the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would transactions contemplated by this Agreement or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation of the Mergerdo so; provided, however, that in the case of clause (iA) only, Material Adverse Effect shall not include any adverse effect Effect to the extent resulting from (economic 1) changes or otherwise) that is caused by conditions generally affecting the industries in which the Company and its Subsidiaries operate, or the economy or security the financial or securities markets generally in the United States or any other region in the world, or regulatory and political conditions in the United States or any other region in the world, (2) the outbreak or escalation of war (whether or not declared) or acts of terrorism, or the occurrence of natural or manmade disasters, (3) changes or prospective changes in Law, GAAP or accounting standards, or any changes or prospective changes in the interpretation or enforcement of any of the foregoing, in each case after the date hereof, (4) the announcement or pendency of the Merger or any of the other transactions contemplated by this Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees, or Governmental Entities (it being understood that this clause (4) shall not be taken into account apply to any representation, warranty, covenant or agreement of the Company herein that is expressly intended to address the consequences of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby), (5) any failure, in determining whether there has been and of itself, by the Company and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period, or any changes in the price or trading volume of the Shares (it being understood that this clause (5) shall not prevent a party from asserting that any underlying Effect that may have contributed to such failure independently constitutes or contributes to a Material Adverse Effect), but this exception is or (6) any matters expressly set forth in the Company Disclosure Letter; provided, that, with respect to clauses (1), (2) and (3), the impact of such Effect shall not applicable be disregarded to any the extent that such adverse effect that is caused by condition(s) affecting impact disproportionately adversely impacts the industry Company and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsSubsidiaries operate.

Organization, Standing and Power. Each of the Private Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets (either owned or leased) and to conduct carry on its business as it is now being conducted and is duly qualified and to do business and, where applicable as a legal concept, is in good standing to do business as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties and assets activities makes such qualification necessarylegally required, other than except for such failures to be so organized, qualified or in such jurisdictions where the failure so to qualify would notgood standing, individually or in the aggregate, that are not reasonably likely to have a Private Company Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "“Private Company Material Adverse Effect" means, with respect to the Company, ” means any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be is materially adverse to the business, assets, properties, financial condition or results of operations or condition (financial or otherwise) of such party Private Company and its Subsidiaries Subsidiaries, taken as a whole, (b) prevent or materially delay the consummation of the Merger; provided, however, that (i) any adverse no effect (economic by itself or otherwisewhen aggregated or taken together with any and all other effects) that is caused directly or indirectly resulting from, arising out of, attributable to, or related to any of the following shall be deemed to be or constitute a “Private Company Material Adverse Effect,” and no effect (by conditions affecting itself or when aggregated or taken together with any and all other such effects) directly or indirectly resulting from, arising out of, attributable to, or related to any of the economy or security markets generally following shall not be taken into account in when determining whether there has been a “Private Company Material Adverse Effect” has occurred or may, but this exception is not applicable to would or could occur: (i) general economic conditions (or changes in such conditions) in the United States or any such adverse effect that is caused by condition(s) affecting other country or region in the industry in which the Company competes or economies in any locations where the Company owns material assets, including real propertyworld, or has material operations or sales or customersconditions in the global economy generally; and (ii) conditions (or changes in such conditions) in the securities markets, credit markets, currency markets or other financial markets in the United States or any directother country or region in the world, adverse effect that results solely from including (A) changes in interest rates in the public United States or any other country or region in the world and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world; (iii) conditions (or changes in such conditions) in the industries in which Private Company and its Subsidiaries conduct business; (iv) political conditions (or changes in such conditions) in the United States or any other country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region in the world; (v) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in the United States or any other country or region in the world; (vi) the announcement of this Agreement or the pendency or consummation of the transactions contemplated hereby, including (A) the identity of Public Company, (B) the loss or departure of officers or other employees of Private Company or any of its Subsidiaries directly or indirectly resulting from, arising out of, attributable to, or related to the transactions contemplated by this Agreement, (C) the termination or potential termination of (or the failure or potential failure to renew or enter into) any contracts with customers, suppliers, distributors or other business partners, whether as a direct or indirect result of the loss or departure of officers or employees of Private Company or any of its Subsidiaries or otherwise, directly or indirectly resulting from, arising out of, attributable to, or related to the transactions contemplated by this Agreement, (D) any other negative development (or potential negative development) in the relationships of Private Company or any of its Subsidiaries with any of its customers, suppliers, distributors or other business partners, whether as a direct or indirect result of the loss or departure of officers or employees of Private Company or any of its Subsidiaries or otherwise, directly or indirectly resulting from, arising out of, attributable to, or related to the transactions contemplated by this Agreement, and (E) any decline or other degradation in the customer bookings of Private Company or any of its Subsidiaries directly or indirectly resulting from, arising out of, attributable to, or related to the transactions contemplated by this Agreement; (vii) any actions taken or failure to take action, in each case, which Public Company has approved, consented to or requested; or compliance with the terms of, or the taking of any action required or contemplated by, this Agreement; or the failure to take any action prohibited by this Agreement; (viii) changes in law or other legal or regulatory conditions (including rules, regulations and administrative policies of the FDA or any other similar Governmental Entity), or the interpretation thereof, or changes in GAAP or other accounting standards (or the interpretation thereof), or that result from any action taken for the purpose of complying with any of the foregoing; (ix) any product candidate of Private Company or any of its Subsidiaries, including any change, event, circumstance or development relating to the use or sale of any such product candidate, the suspension, rejection, refusal of, request to refile or any delay in obtaining or making any regulatory application or filing relating to any such product candidate, any other negative actions, requests, recommendations or decisions of the FDA or any other Governmental Entity relating to any such product candidate, any other regulatory development affecting any such product candidate, or the failure to conduct successful clinical trials on a timely basis for any such product candidate; (x) any product or product candidate of any Person (other than Private Company and its Subsidiaries), including the entry into the market of any product competitive with any product or product candidate of Private Company or any of its Subsidiaries; (xi) any clinical trials or studies undertaken by any Person, and any negative publicity or unfavorable media attention resulting therefrom; (xii) any fees or expenses incurred in connection with the transactions contemplated by this Agreement; (xiii) any failure by Private Company or any of its Subsidiaries to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition); or (xiv) any legal proceedings made or brought by any of the current or former stockholders of Private Company (on their own behalf or on behalf of Private Company) against Private Company arising out of the Transaction or in connection with any other transactions contemplated by this Agreement (but not the effect of any such proceeding that would cause the condition set forth in Section 7.1(b) to not be satisfied); except to the extent such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses (i) through (v) and (viii) disproportionately adversely affect in a material respect Private Company and its Subsidiaries, taken as a whole, as compared to other companies that conduct business in the countries and regions in the world and in the industries in which Private Company and its Subsidiaries conduct business (in which case, such adverse effects (if any) shall not be taken into account in when determining whether there has been a “Private Company Material Adverse Effect” has occurred or may, would or could occur solely to the extent they are disproportionate in a material respect). The Private Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and been conducting business operations (within the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary meaning of the CompanyNASDAQ initial listing requirements) since May 28, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documents2015.

Organization, Standing and Power. Each of the Public Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets (either owned or leased) and to conduct carry on its business as it is now being conducted conducted, and is duly qualified and to do business and, where applicable as a legal concept, is in good standing to do business as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties and assets activities makes such qualification necessarylegally required, other than except for such failures to be so organized, qualified or in such jurisdictions where the failure so to qualify would notgood standing, individually or in the aggregate, that are not reasonably likely to have a Public Company Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "“Public Company Material Adverse Effect" means, with respect to the Company, ” means any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be is materially adverse to the business, assets, properties, financial condition or results of operations or condition (financial or otherwise) of such party Public Company and its Subsidiaries Subsidiaries, taken as a whole, (b) prevent or materially delay the consummation of the Merger; provided, however, that (i) any adverse no effect (economic by itself or otherwisewhen aggregated or taken together with any and all other effects) that is caused directly or indirectly resulting from, arising out of, attributable to, or related to any of the following shall be deemed to be or constitute a “Public Company Material Adverse Effect,” and no effect (by conditions affecting itself or when aggregated or taken together with any and all other such effects) directly or indirectly resulting from, arising out of, attributable to, or related to any of the economy or security markets generally following shall not be taken into account in when determining whether there has been a “Public Company Material Adverse Effect” has occurred or may, but this exception is not applicable to would or could occur: (i) general economic conditions (or changes in such conditions) in the United States or any such adverse effect that is caused by condition(s) affecting other country or region in the industry in which the Company competes or economies in any locations where the Company owns material assets, including real propertyworld, or has material operations or sales or customersconditions in the global economy generally; and (ii) conditions (or changes in such conditions) in the securities markets, credit markets, currency markets or other financial markets in the United States or any directother country or region in the world, adverse effect that results solely from including (A) changes in interest rates in the public United States or any other country or region in the world and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world; (iii) conditions (or changes in such conditions) in the industries in which Public Company and its Subsidiaries conduct business; (iv) political conditions (or changes in such conditions) in the United States or any other country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region in the world; (v) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in the United States or any other country or region in the world; (vi) the announcement of this Agreement or the pendency or consummation of the transactions contemplated hereby, including (A) the identity of Private Company, (B) the loss or departure of officers or other employees of Public Company or any of its Subsidiaries directly or indirectly resulting from, arising out of, attributable to, or related to the transactions contemplated by this Agreement, (C) the termination or potential termination of (or the failure or potential failure to renew or enter into) any contracts with customers, suppliers, distributors or other business partners, whether as a direct or indirect result of the loss or departure of officers or employees of Public Company or any of its Subsidiaries or otherwise, directly or indirectly resulting from, arising out of, attributable to, or related to the transactions contemplated by this Agreement, (D) any other negative development (or potential negative development) in the relationships of Public Company or any of its Subsidiaries with any of its customers, suppliers, distributors or other business partners, whether as a direct or indirect result of the loss or departure of officers or employees of Public Company or any of its Subsidiaries or otherwise, directly or indirectly resulting from, arising out of, attributable to, or related to the transactions contemplated by this Agreement, and (E) any decline or other degradation in the customer bookings of Public Company or any of its Subsidiaries directly or indirectly resulting from, arising out of, attributable to, or related to the transactions contemplated by this Agreement; (vii) any actions taken or failure to take action, in each case, which Private Company has approved, consented to or requested; or compliance with the terms of, or the taking of any action required or contemplated by, this Agreement; or the failure to take any action prohibited by this Agreement; (viii) changes in law or other legal or regulatory conditions (including rules, regulations and administrative policies of the FDA or any other similar Governmental Entity), or the interpretation thereof, or changes in United States generally accepted accounting principles (“GAAP”) or other accounting standards (or the interpretation thereof), or that result from any action taken for the purpose of complying with any of the foregoing; (ix) any product candidate of Public Company or any of its Subsidiaries, including any change, event, circumstance or development relating to the use or sale of any such product candidate, the suspension, rejection, refusal of, request to refile or any delay in obtaining or making any regulatory application or filing relating to any such product candidate, any other negative actions, requests, recommendations or decisions of the FDA or any other Governmental Entity relating to any such product candidate, any other regulatory development affecting any such product candidate, or the failure to conduct successful clinical trials on a timely basis for any such product candidate; (x) any product or product candidate of any Person (other than Public Company and its Subsidiaries), including the entry into the market of any product competitive with any product or product candidate of Public Company or any of its Subsidiaries; (xi) any clinical trials or studies undertaken by any Person, and any negative publicity or unfavorable media attention resulting therefrom; (xii) any fees or expenses incurred in connection with the transactions contemplated by this Agreement; (xiii) changes in Public Company’s stock price or the trading volume of Public Company’s stock, or any failure by Public Company to meet any public estimates or expectations of Public Company’s revenue, earnings or other financial performance or results of operations for any period, or any failure by Public Company or any of its Subsidiaries to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition); or (xiv) any legal proceedings made or brought by any of the current or former stockholders of Public Company (on their own behalf or on behalf of Public Company) against Public Company arising out of the Transaction or in connection with any other transactions contemplated by this Agreement (but not the effect of any such proceeding that would cause the condition set forth in Section 7.1(b) to not be satisfied); except to the extent such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses (i) through (v) and (viii) disproportionately adversely affect in a material respect Public Company and its Subsidiaries, taken as a whole, as compared to other companies that conduct business in the countries and regions in the world and in the industries in which Public Company and its Subsidiaries conduct business (in which case, such adverse effects (if any) shall not be taken into account in when determining whether there has been a “Public Company Material Adverse Effect. The Company ” has made available occurred or may, would or could occur solely to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents extent they are disproportionate in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsa material respect).

Organization, Standing and Power. (a) Each of the Company Parent and its Subsidiaries Merger Sub (i) is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation, (ii) has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (to do business the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) in each jurisdiction in which the nature of its business or the ownership ownership, leasing or leasing operation of its properties and assets makes such qualification or licensing necessary, other than except in such jurisdictions the case of clause (iii), where the failure to be so to qualify would notqualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, (i) any reference to “Parent Material Adverse Effect” means any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event circumstance, occurrence, effect or effect shall have occurred that, when taken together with all other adverse changes, events or effects state of facts that have occurred would (A) is or would reasonably be expected to (a) be be, individually or in the aggregate, materially adverse to the business, assets, propertiesliabilities, results of operations or condition (financial or otherwise) ), or results of such party operations of Parent and its Subsidiaries Subsidiaries, taken as a whole, whole or (bB) prevent materially impairs the ability of Parent to consummate the Merger or materially delay the consummation any of the Mergerother transactions contemplated by this Agreement; provided, however, that in the case of clause (iA) only, Parent Material Adverse Effect shall not include any adverse event, change, circumstance, occurrence, effect or state of facts to the extent resulting from (economic 1) changes or otherwise) that is caused by conditions generally affecting the industries in which Parent and its Subsidiaries operate, or the economy or security the financial, debt, banking, capital, credit or securities markets, in the United States, including effects on such industries, economy or markets generally shall not resulting from any regulatory and political conditions or developments in general, (2) the outbreak or escalation of war or acts of terrorism or any natural disasters, acts of God or comparable events, (3) any epidemic, pandemic or disease outbreak (including the COVID-19 virus) or any worsening of such epidemic, pandemic or disease outbreak, or any declaration of martial law, quarantine or similar directive, policy or guidance or Law or other action by any Governmental Entity in response thereto, (4) changes in applicable Law or GAAP, or the interpretation or enforcement thereof after the date of this Agreement, (5) the public announcement of this Agreement or the pendency of this Agreement, (6) any failure, in and of itself, by Parent to meet any internal or published projections, forecasts, estimates, or predictions in respect of revenues, earnings, or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to become, a Parent Material Adverse Effect, but to the extent permitted by this exception is definition and not applicable otherwise excepted by a clause of this proviso); (7) any change, in and of itself, in the market price or trading volume of Parent’s securities or in its credit ratings (it being understood that the facts or occurrences giving rise to any or contributing to such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real propertychange may be deemed to constitute, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been or would reasonably be expected to become, a Parent Material Adverse Effect. The Company has made available , to Levy Acquisition Co. true the extent permitted by this definition and complete copies not otherwise excepted by a clause of this proviso); or (8) any specific action taken (or omitted to be taken) by Parent or any of its articles of incorporation and bylaws and Subsidiaries at or with the articles of incorporation and bylaws (express written direction or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary written consent of the Company (other than any such action or omission required by this Agreement); provided, that, with respect to clauses (1), (2), (3) and (4), the impact of such event, change, circumstance, occurrence, effect or state of facts is not disproportionately adverse to Parent and its Subsidiaries, taken as a whole, as compared to other participants in violation of any provision of the industries in which Parent and its articles of incorporation, bylaws or equivalent organizational documentsSubsidiaries operate.

Organization, Standing and Power. Each of the The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Subsidiaries of the Company (the "Company Subsidiaries") is duly organized, validly existing and in active status or good standing, as applicable, under the laws of the jurisdiction in which it is organized (in the case of its incorporationactive status or good standing, to the extent such jurisdiction recognizes such concept), except where the failure to be so organized, existing or in active status or good standing, as applicable, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite entity power and authority and all necessary governmental approvals to own, operate, lease and operate or otherwise hold its properties and assets and to conduct its business businesses as it is now being conducted presently conducted, except where the failure to have such power or authority or possess such Permits would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified and in good standing or licensed to do business in each jurisdiction in which where the nature of its business or the ownership ownership, operation or leasing of its properties and assets makes make such qualification necessary, other than except in any such jurisdictions jurisdiction where the failure to be so qualified or licensed would not have or would not reasonably be expected to qualify would nothave, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation of the Merger; provided, however, that (i) any adverse effect (economic or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. Parent true and complete copies of its the amended and restated articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation effect as of any provision the date of its articles this Agreement (the "Company Articles") and the bylaws of incorporation, bylaws or equivalent organizational documentsthe Company in effect as of the date of this Agreement (the "Company Bylaws").

Organization, Standing and Power. Each of the Company Parent and its Subsidiaries Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, in which it is organized and has all the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and conducted. Each Subsidiary (as hereinafter defined) of Parent is duly qualified organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite corporate power to carry on its business as now being conducted, except where the failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on Parent. Parent and each of its Subsidiaries are duly qualified to do business business, and are in good standing, in each jurisdiction in which where the character of their properties owned or held under lease or the nature of its business or the ownership or leasing of its properties and assets their activities makes such qualification necessary, other than in such jurisdictions except where the failure to be so to qualify qualified would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. As used in For purposes of this Agreement, Agreement (ia) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, when used with respect to Parent or the Company, as the case may be, any changeevent, event change or effect shall have occurred that, that individually or when taken together with all other adverse changessuch events, events changes or effects that have occurred would is, or would reasonably be expected to (a) be be, materially adverse to the business, assets, properties, financial condition or results of operations or condition (financial or otherwise) of such party Parent and its Subsidiaries subsidiaries, taken as a whole, (b) prevent or materially delay the consummation of Company and its subsidiaries, taken as a whole, as the Merger; providedcase may be, however, that except to the extent resulting from or relating to (i) any adverse effect (economic changes or otherwise) that is caused by conditions events affecting the economy of any country or security markets the advertising industry generally shall not be taken into account (other than to the extent such changes or events adversely affect Parent or the Company, as the case may be, in determining whether there has been a Material Adverse Effect, but this exception is not applicable materially disproportionate manner in relation to any such adverse effect that is caused by condition(s) affecting the industry in which generally) or (ii) the Company competes or economies in any locations where loss of those clients that have been previously discussed by the Company owns material assets, including real property, or has material operations or sales or customersparties; and (iib) "Subsidiary" means any directcorporation, adverse effect that results solely from the public announcement partnership, limited liability company, joint venture or other legal entity of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (which Parent or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporationthe case may be (either alone or through or together with any other Subsidiary), bylaws (i) owns, directly or equivalent organizational documents are in full force and effectindirectly, and neither the Company nor any Subsidiary 50% or more of the Company is stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, limited liability company, joint venture or other legal entity or otherwise (through contract or other means) holds or controls 50% or more of the ordinary voting power in violation respect of the election or appointment of the board of directors or other governing body or (ii) of which such party or any provision of its articles of incorporation, bylaws Subsidiaries is a general or equivalent organizational documentsmanaging partner.

Organization, Standing and Power. Each (i) Section 2.1(b)(i) of the Company Disclosure Schedule contains a complete and its Subsidiaries accurate list for Seller of the jurisdiction of organization and each other jurisdiction in which it is authorized to do business. Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, Nevada and has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry out its business as it is now being conducted and conducted. Seller is duly qualified to do business as a foreign company and is in good standing to do business in under the laws of each state or other jurisdiction in which the ownership or use of properties owned by it, or the nature of its business or the ownership or leasing of its properties and assets makes activities conducted by it, requires such qualification necessary, other than in such jurisdictions except where the failure to be so qualified could not reasonably be expected to qualify would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect. As used in this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity a “Material Adverse Effect” means an event, change circumstance or effect which is material condition which: (A) if quantifiable, would result in relation to the condition a cost, liability or other expense or diminution in value of more than $100,000 or (financial or otherwise)B) if not quantifiable, properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, financial condition or results of operations or condition (financial or otherwise) of such party and its Subsidiaries Seller, taken as a whole, (b) prevent or materially delay the consummation ; provided that none of the Merger; providedfollowing shall be deemed to constitute, however, that (i) any adverse effect (economic or otherwise) that is caused by conditions affecting and none of the economy or security markets generally following shall not be taken into account in determining whether there has been been, a Material Adverse Effect: (I) any adverse change, but this exception is not applicable event, development or effect resulting from or relating to (t) general business or economic conditions, including without limitation any such adverse effect that is caused by condition(sthe result of factors affecting any national, regional or world economy, (u) any occurrence or condition affecting generally the industry industries in which the Company competes Seller operates, (v) national or economies in any locations where the Company owns material assetsinternational political or social conditions, including real propertythe engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack upon the United States or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (w) financial, banking, or has material operations securities markets (including any disruption thereof and any decline in the price of any security or sales any market index); (x) changes in generally accepted accounting principles and/or changes in laws, (y) the execution or customers; and (ii) any direct, adverse effect that results solely from the public announcement of this Agreement or the transactions contemplated by hereby (including without limitation a reduction or delay in purchases of products or services from Seller), or (z) any actions taken with the consent or at the direction of Buyer (including without limitation any actions done in compliance with the terms of this Agreement), (II) any existing event, occurrence, change, development, or circumstance with respect to which Buyer has knowledge as of the date of this Agreement shall other than matters which are required to be but are not be taken into account set forth in determining whether there has been a Material Adverse Effect. The Company has made available the Disclosure Schedule (except as otherwise set forth in Section 5.1(f), or (III) any adverse change, event, development, or effect on or regarding Seller that is disclosed to Levy Acquisition Co. true Buyer and complete copies of its articles of incorporation and bylaws and cured before the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary earlier of the Company, each as amended to date. Such certificates of incorporation, bylaws Closing Date or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company date on which this Agreement is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsterminated.

Organization, Standing and Power. (a) Each of the Company and its Subsidiaries (i) is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationorganization (with respect to jurisdictions that recognize such concept), (ii) has all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to do business jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership ownership, leasing or leasing operation of its properties and assets makes such qualification or licensing necessary, other than except in such jurisdictions the case of clause (iii) where the failure to be so to qualify would notqualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, (i) any reference to “Material Adverse Effect” means any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event development, circumstance, occurrence, effect, condition or effect shall have occurred state of facts that, when taken together with all other adverse changesindividually or in the aggregate, events or effects that have occurred would (A) is or would reasonably be expected to (a) be materially adverse to the business, assets, propertiesliabilities, results of operations or condition (financial or otherwise) or results of such party operations of the Company and its Subsidiaries Subsidiaries, taken as a whole, or (bB) prevent materially impairs the ability of the Company to consummate, or prevents or materially delay the consummation delays, any of the Mergerother transactions contemplated by this Agreement or would reasonably be expected to do so; provided, however, that that, for purposes of clause (iA) and clause (B), Material Adverse Effect shall not include any adverse effect event, change, development, circumstance, occurrence, effect, condition or state of facts to the extent resulting from (economic 1) conditions generally affecting the entertainment industry, or otherwise) that is caused by conditions affecting the economy or security markets generally the financial or securities markets, in the United States, (2) any outbreak or escalation of hostilities or acts of war or terrorism (other than any of the foregoing that causes any damage or destruction to or renders physically unusable or inaccessible any facility or property of the Company or any of its Subsidiaries), (3) changes in Law or GAAP after the date hereof, (4) actions of the Company or any of its Subsidiaries which Parent has expressly requested in writing or to which Parent expressly consents in writing (other than pursuant to this Agreement); and (5) resulting from the announcement or performance of this Agreement and the transactions contemplated hereby (it being understood that this clause (5) shall not be taken into account in determining whether there has been a apply to references to “Material Adverse Effect” set forth in Sections 4.5, but this exception 4.12(c)(vii), 4.12(e) and 4.16(a)(xv) and, to the extent related to such representations and warranties, the conditions set forth in clause (c)(iv) of the Offer Conditions and, if the Offer Termination shall have occurred, the conditions set forth in Section 7.2(a)); provided, that with respect to clauses (1), (2) and (3), the impact of such event, change, development, circumstances, occurrence, effect, condition or state of facts is not applicable disproportionately adverse to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies and its Subsidiaries, taken as a whole, relative to similarly situated companies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsentertainment industry.

Organization, Standing and Power. (a) Each of the Company and its Subsidiaries (i) is a corporation an entity duly organized, validly existing existing, and in good standing under the laws Laws of the jurisdiction of its incorporationorganization, (ii) has all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease lease, and operate its properties and assets and to conduct carry on its business as it is now being conducted conducted, and (iii) is duly qualified or licensed to do business and is in good standing to do business in each jurisdiction in which the nature of its business or the ownership ownership, leasing, or leasing operation of its properties and assets makes such qualification or licensing necessary, other than except in such jurisdictions the case of clause (iii), where the failure to be so to qualify would notqualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, (i) any reference to “Material Adverse Effect” means any event, change change, circumstance, occurrence, effect, or state of facts that (A) has or would reasonably be expected to have a materially adverse effect being "material" with respect to any entity means an eventon the business, change or effect which is material in relation to the assets, liabilities, condition (financial or otherwise), properties, assets, liabilities, businesses, or results of operations or prospects of such entity the Company and its Subsidiaries Subsidiaries, taken as a whole, and or (iiB) materially impairs the term "Material Adverse Effect" meansability of the Company to consummate, with respect to or prevents or materially delays, the CompanyOffer, the Merger or any change, event or effect shall have occurred that, when taken together with all of the other adverse changes, events or effects that have occurred would transactions contemplated by this Agreement or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation of the Mergerdo so; provided, however, that that, in the case of clause (iA) only, Material Adverse Effect shall not include any adverse effect event, change, circumstance, occurrence, effect, or state of facts arising out of, relating to, or resulting from (economic 1) changes or otherwise) that is caused by conditions generally affecting the medical waste services industry, the pharmaceutical waste services industry, or the hazardous waste services industry, or the economy or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effectthe financial, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documents.securities,

Organization, Standing and Power. (a) Each of the Company and its Subsidiaries (i) is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationorganization, (ii) has all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and (iii) is duly qualified or licensed to do business and is in good standing to do business in each jurisdiction in which the nature of its business or the ownership ownership, leasing or leasing operation of its properties and assets makes such qualification or licensing necessary, other than except in such jurisdictions the case of clause (iii), where the failure to be so to qualify would notqualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, “Material Adverse Effect” means (ix) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event circumstance, occurrence, effect or effect shall have occurred that, when taken together with all other adverse changes, events or effects state of facts that have occurred would (A) is or would reasonably be expected to (a) be materially adverse to the business, assets, propertiesliabilities, results of operations or condition (financial or otherwise) or results of such party operations of the Company and its Subsidiaries Subsidiaries, taken as a wholewhole or (B) materially impairs the ability of the Company to consummate, (b) prevent or prevents or materially delay delays, the consummation Offer, the Merger or any of the Mergerother transactions contemplated by this Agreement or would reasonably be expected to do so; provided, however, that in the case of clause (iA) any adverse effect (economic or otherwise) that is caused by conditions affecting the economy or security markets generally only, Material Adverse Effect shall not be taken into account in determining whether there has been a Material Adverse Effectinclude any event, but this exception is not applicable to any such adverse change, circumstance, occurrence, effect that is caused by condition(sor state of facts (1) generally affecting the industry in which the Company competes operates, or economies the economy or the financial or securities markets in the United States, including effects on such industry, economy or markets resulting from any locations where regulatory and political conditions or developments in general, (2) any outbreak or escalation of hostilities or declared or undeclared acts of war or terrorism, (3) any natural disasters, (4) reflecting or resulting from changes in Law or GAAP, (5) any failure by the Company owns material assetsto meet any estimates or projections of revenues, including real propertyearnings, cash or has material operations liquidity or sales other financial projections (provided that nothing in the foregoing will be interpreted to exclude the underlying event, circumstance or customers; and occurrence giving rise to any such failure to meet estimates or projections of revenues, earnings, cash, liquidity or other financial projections from constituting a Material Adverse Effect), (ii6) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall Agreement; provided, that, with respect to clauses (1), (2), (3), and (4), the impact of such event, change, circumstances, occurrence, effect or state of facts is not disproportionately adverse (relative to other industry participants) to the Company and its Subsidiaries, taken as a whole; or (y) any material violation before or after the date hereof by the Company or any of its Subsidiaries (or any material violation for which the Company or any of its Subsidiaries could be taken into account in determining whether there has been liable) of any FDA Law, Foreign Device Law, or Law covered by Sections 4.11(d), 4.11(e), 4.26, 4.27, or 4.28 for which the remedy could reasonably be expected to have a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and Effect on the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary business of the Company is and its Subsidiaries, that has not been disclosed in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsthe Company SEC Reports filed and publicly available at least two (2) days prior to the date hereof.

Organization, Standing and Power. (a) Each of the Company Parent and its Subsidiaries the Transitory Subsidiary is a corporation duly organized, validly existing and and, where applicable as a legal concept, in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing to do business as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties and assets activities makes such qualification necessary, other than except for such failures to be so organized, qualified or in such jurisdictions where the failure so to qualify would notgood standing, individually or in the aggregate, that have not had a Parent Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, the term "Parent Material Adverse Effect" means any material adverse change, event, circumstance or development with respect to, or material adverse effect on (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), propertiesbusiness, assets, liabilities, businessescapitalization, financial condition, or results of operations or prospects of such entity the Parent and its Subsidiaries Subsidiaries, taken as a whole, and whole or (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation ability of the MergerParent or the Transitory Subsidiary to consummate the transactions contemplated by this Agreement; providedPROVIDED, howeverHOWEVER, that in the case of clause (i) ), in no event shall any adverse effect (economic of the following, alone or otherwise) that is caused by conditions affecting in combination, be deemed to constitute, nor shall any of the economy or security markets generally shall not following be taken into account in determining whether there has been occurred, a Parent Material Adverse Effect: any adverse change, but this exception is not applicable to any such adverse event, circumstance or development with respect to, or effect that is caused by condition(sresulting from (A) general economic conditions or conditions generally affecting the industry optical networking industry, except in either case to the extent the Parent is materially disproportionately affected thereby, (B) the announcement or pendency of the Merger or any other transactions expressly contemplated hereby, (C) compliance with the terms and conditions of this Agreement, (D) a change in the stock price or trading volume of the Parent Ordinary Shares or Parent ADSs (or any failure of the Parent to meet published revenue or earnings projections), PROVIDED that clause (D) shall not exclude any underlying effect which may have caused such change in stock price or trading volume or failure to meet published revenue or earnings projections, (E) any change in accounting requirements or principles or any -29- change in applicable laws, rules or regulations or the interpretation thereof or (F) the continued incurrence of losses by the Parent. For the avoidance of doubt, the parties agree that the terms "material", "materially" or "materiality" as used in this Agreement with an initial lower case "m" shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Parent Material Adverse Effect in the prior sentence of this paragraph or Company Material Adverse Effect in Section 3.1(a). The Parent has delivered to the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; complete and (ii) any direct, adverse effect that results solely from the public announcement accurate copies of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true Memorandum and complete Articles of Association of the Parent together with copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (all shareholder resolutions required by law to be embodied in or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsannexed thereto.

Organization, Standing and Power. Each of the The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationin which it is incorporated, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and is duly qualified or licensed to do business as a foreign corporation and in good standing to do conduct business in each jurisdiction in which the nature of its business it is conducting, or the operation, ownership or leasing of its properties and assets properties, makes such qualification or license necessary, other than in such jurisdictions where the failure so to qualify or become so licensed would not, not individually or in the aggregateaggregate adversely affect the Company and its Subsidiaries taken as a whole in any material respect. The Company has heretofore made available to Emerald complete and correct copies of its Certificate of Incorporation, have a Material Adverse Effect on as amended and currently in effect as of the date of this Agreement (the "Company Certificate of Incorporation"), and the Company's Amended and Restated Bylaws (the "Company Bylaws"). As used in this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" meansshall mean, with respect to the Companyany specified party to this Agreement, any changeevent, event charge, condition, fact or effect shall have occurred that, when taken together with all other adverse changes, events which has or effects that have occurred would or would could reasonably be expected to have a material adverse effect on (ai) be materially adverse to the business, assets, properties, results of operations operations, or financial condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent whole or materially delay the consummation of the Merger; provided, however, that (i) any adverse effect (economic or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement ability of such party to consummate the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsAgreement.

Organization, Standing and Power. Each of the Company Acquiror and its Subsidiaries Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporationorganization, has all requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted conducted, and is duly qualified to do business and is in good standing to do business as a foreign corporation in each jurisdiction in which the nature of its it owns or leases property or conducts any business or the ownership or leasing of its properties and assets makes so as to require such qualification necessaryqualification, other than in such jurisdictions except where the failure to be so qualified would not reasonably be expected to qualify would not, individually or in the aggregate, have a an Acquiror Material Adverse Effect on Effect. “Acquiror Material Adverse Effect” shall mean the Company. As used in this Agreement, (i) any reference to occurrence of any event, change change, circumstance or effect being "material" with respect to any entity means an event, change or effect which that is material in relation materially adverse to the condition financial condition, assets (financial or otherwiseincluding intangible assets), properties, assets, liabilities, businessesbusiness, operations or prospects results of such entity operations of Acquiror and its Subsidiaries subsidiaries, taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects ; provided that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation none of the Merger; provided, however, that (i) any adverse effect (economic following shall constitute or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account considered in determining whether there has been a occurred an “Acquiror Material Adverse Effect”: (I) any event, but change, circumstance or effect (x) primarily arising out of or resulting from actions contemplated by the parties in this exception Agreement or (y) that is not applicable primarily attributable to the announcement or performance of this Agreement or the transactions contemplated thereby, and (II) any such adverse event, change, circumstance or effect that is caused by condition(s) the result of economic factors affecting the economy as a whole or changes that are the result of factors generally affecting the industry or specific markets in which the Company Acquiror competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; that does not disproportionately affect Acquiror and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall its subsidiaries taken as a whole. Acquiror and Merger Sub are not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles the provisions of incorporationtheir Articles of Incorporation or bylaws, bylaws or equivalent organizational documentsexcept where such violation would not reasonably be expected to have an Acquiror Material Adverse Effect.

Organization, Standing and Power. Each of the Public Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationDelaware, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets (either owned or leased) and to conduct carry on its business as it is now being conducted conducted, and is duly qualified and to do business and, where applicable as a legal concept, is in good standing to do business as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties and assets activities makes such qualification necessarylegally required, other than except for such failures to be so organized, qualified or in such jurisdictions where the failure so to qualify would notgood standing that, individually or in the aggregate, would not reasonably be expected to have a Public Company Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, (i) the term “Public Company Material Adverse Effect” means any reference to any effect, fact, circumstance, occurrence, event, development, change or effect being "material" with respect to any entity means an eventcondition, change either individually or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all one or more other adverse changescontemporaneously existing effects, events facts, circumstances, occurrences, events, developments, changes or effects conditions that have occurred would is, or would reasonably be expected to (a) be be, materially adverse to the business, assets, properties, results business or financial condition of operations or condition (financial or otherwise) of such party Public Company and its Subsidiaries Subsidiaries, taken as a whole, (b) prevent or materially delay the consummation of the Merger; provided, however, that no effect, fact, circumstance, occurrence, event, development, change or condition (iby itself or when aggregated or taken together with any and all other effects, facts, circumstances, occurrences, events, developments, changes or conditions) directly or indirectly resulting from, arising out of, attributable to, or related to any adverse effect of the following shall be deemed to be or constitute a “Public Company Material Adverse Effect,” and no effect, fact, circumstance, occurrence, event, development, change or condition (economic by itself or otherwisewhen aggregated or taken together with any and all other such effects, facts, circumstances, occurrences, events, developments, changes or conditions) that is caused by conditions affecting directly or indirectly resulting from, arising out of, attributable to, or related to any of the economy or security markets generally following shall not be taken into account in when determining whether there has been a “Public Company Material Adverse Effect” has occurred or may, but this exception is not applicable to any would or could occur: (i) general economic conditions (or changes in such adverse effect that is caused by condition(sconditions) affecting the industry in which the Company competes or economies in any locations where country or region in the Company owns material assets, including real propertyworld, or has material operations or sales or customersconditions in the global economy generally; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws conditions (or equivalent organizational documentschanges in such conditions) of each Subsidiary of in the Companysecurities markets, each as amended to date. Such certificates of incorporationcredit markets, bylaws currency markets or equivalent organizational documents are other financial markets in full force any country or region in the world, including (A) changes in interest rates in any country or region in the world and effect, and neither changes in exchange rates for the Company nor any Subsidiary of the Company is in violation currencies of any provision countries and (B) any suspension of its articles of incorporationtrading in securities (whether equity, bylaws debt, derivative or equivalent organizational documents.hybrid securities) generally on any securities exchange or over-the-counter market operating in any country or region in the world; (iii) conditions (or changes in such conditions) in

Organization, Standing and Power. Each of the Company and its Subsidiaries subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, businesses or operations or prospects of such entity and its Subsidiaries subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the CompanyCompany or Parent, any change, event or effect shall have occurred or been threatened that, when taken together with all other adverse changes, events or effects that have occurred or been threatened would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries subsidiaries taken as a whole, or (b) prevent or materially delay the consummation of the Merger; provided, however, that (i) any adverse effect (economic or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. Parent true and complete copies of its articles certificate of incorporation and bylaws by-laws and the articles certificate of incorporation and bylaws by-laws (or equivalent organizational documents) of each Subsidiary subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws by-laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary subsidiary of the Company is in violation of any provision of its articles certificate of incorporation, bylaws by-laws or equivalent organizational documents.

Organization, Standing and Power. (a) Each of the Company Parent, Assertio and its Subsidiaries Merger Sub (i) is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation, (ii) has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (to do business the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) in each jurisdiction in which the nature of its business or the ownership ownership, leasing or leasing operation of its properties and assets makes such qualification or licensing necessary, other than except in such jurisdictions the case of clause (iii), where the failure to be so to qualify would notqualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a an Assertio Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, “Assertio Material Adverse Effect” means (ix) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event circumstance, occurrence, effect or effect shall have occurred that, when taken together with all other adverse changes, events or effects state of facts that have occurred would (A) is or would reasonably be expected to (a) be be, individually or in the aggregate, materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) ), or results of such party operations of the Parent, Assertio, Merger Sub and its Subsidiaries their respective Subsidiaries, taken as a wholewhole or (B) materially impairs the ability of Parent, (b) prevent Assertio or materially delay Merger Sub to consummate the consummation Merger or any of the Mergerother transactions contemplated by this Agreement; provided, however, that in the case of clause (iA) only, Assertio Material Adverse Effect shall not include any adverse event, change, circumstance, occurrence, effect or state of facts to the extent resulting from (economic 1) changes or otherwise) that is caused by conditions generally affecting the industries in which Assertio and its Subsidiaries operate, or the economy or security the financial, debt, banking, capital, credit or securities markets, in the United States, including effects on such industries, economy or markets generally shall not resulting from any regulatory and political conditions or developments in general, (2) the outbreak or escalation of war or acts of terrorism or any natural disasters, acts of God or comparable events, epidemic, pandemic or disease outbreak (including the COVID-19 virus), (3) changes in applicable Law or GAAP, or the interpretation or enforcement thereof after the date of this Agreement, (4) the public announcement of this Agreement or the pendency of this Agreement, (5) any failure, in and of itself, by Assertio to meet any internal or published projections, forecasts, estimates, or predictions in respect of revenues, earnings, or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been a or would reasonably be expected to become, an Assertio Material Adverse Effect, but to the extent permitted by this exception is definition and not applicable otherwise excepted by a clause of this proviso); (6) any change, in and of itself, in the market price or trading volume of Assertio’s or Parent’s securities or in its credit ratings (it being understood that the facts or occurrences giving rise to any or contributing to such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real propertychange may be deemed to constitute, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a or would reasonably be expected to become, an Assertio Material Adverse Effect. The Company has made available , to Levy Acquisition Co. true the extent permitted by this definition and complete copies not otherwise excepted by a clause of its articles of incorporation and bylaws and the articles of incorporation and bylaws this proviso); or (7) any specific action taken (or equivalent organizational documentsomitted to be taken) of each Subsidiary by Parent, Assertio, Merger Sub and their respective Subsidiaries at or with the express written direction or written consent of the Company; provided, each that, with respect to clauses (1), (2) and (3), the impact of such event, change, circumstance, occurrence, effect or state of facts is not disproportionately adverse to Parent, Assertio, Merger Sub and their respective Subsidiaries, taken as amended a whole, as compared to date. Such certificates of incorporation, bylaws or equivalent organizational documents are other participants in full force the industries in which Assertio and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsSubsidiaries operate.

Organization, Standing and Power. Each of the The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, in which it is incorporated or was formed and has all requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct its business carry on their respective businesses as it is now being conducted conducted. The Company and each of its Subsidiaries is duly qualified to do business and in good standing as a foreign corporation authorized to do business in each jurisdiction in which the properties or assets owned, leased or operated by it or the nature of its business or the ownership or leasing of its properties and assets conducted by it makes such qualification necessary, other than in such jurisdictions where the failure so to qualify except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. As used The Company has made available to Parent a copy of its and its Subsidiaries’ Articles of Incorporation and By-laws or other equivalent organizational documents as currently in effect and neither it nor any of its Subsidiaries is in violation of any provision of its Articles of Incorporation or By-laws or other equivalent organizational documents. For purposes of this Agreement, (i) “Material Adverse Effect” means any reference to any event, material adverse change in or effect being "material" with respect to any entity means an eventon the business, change or effect which is material in relation to the condition (financial or otherwise), propertiescondition, assets, liabilities, businesses, liabilities or results of operations or prospects of such entity the Company and its Subsidiaries taken as a whole, and other than any change or effect arising out of or resulting from (iia) a decrease in the term "market price of shares of Common Stock (provided that any underlying cause of such decline may be considered in determining whether there may be a Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole), (b) prevent any change or materially delay effect generally affecting the consummation of United States financial or securities markets, the Merger; providedUnited States economy, howeveror the industries or business segments in which the Company operates (unless the Company is affected in a manner significantly disproportionate relative to other participants in these industries or business segments), that (ic) changes in applicable laws or United States GAAP which do not affect the Company significantly disproportionately to other companies operating in the industries and business segments in which the Company operates, (d) any adverse effect (economic act of war or otherwise) that is caused by conditions terrorism not affecting the economy Company significantly disproportionately to other companies operating in the industries and business segments in which the Company operates, (e) any failure, by itself, by the Company to meet any projections during any period ending (or security markets generally shall not for which results are released) after the date hereof (provided that the underlying cause for such failure may be taken into account considered in determining whether there has been may be a Material Adverse Effect), but (f) the announcement of this exception is not applicable Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, investors, joint venture partners or employees, (g) any action by Parent or any of its Affiliates prior to the date of this Agreement, or (h) any such adverse effect that is caused action or omission by condition(s) affecting the industry in which the Company competes at the request or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement direction of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentsParent.

Organization, Standing and Power. Each of the Company and its Subsidiaries (as defined in Section 9.12) is a corporation legal entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation, organization and has all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being presently conducted and is duly qualified to do business and is in good standing to do business as a foreign legal entity in each jurisdiction in which where the nature ownership, leasing or operation of its assets or properties or conduct of its business or the ownership or leasing of its properties and assets makes such qualification necessaryrequires this qualification, other than in such jurisdictions except where the failure to be so to qualify would notorganized, individually qualified or in the aggregategood standing, or to have such power or authority, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. As used in Prior to the date of this Agreement, the Company has made available to Parent a complete and correct copy of its Articles of Organization and the Company's amended and restated by-laws (ithe "By-Laws") (which have not been amended since the date on which they were made available or provided to Parent). For purposes of this Agreement, "Material Adverse Effect on the Company" means any reference to any event, change or effect being "material" with respect to any entity means an eventeffect, change either individually or effect which in the aggregate, that is material in relation materially adverse to the condition (financial or otherwise), propertiesbusiness, assets, liabilities, businesses, financial condition or results of operations or prospects of such entity the Company and its Subsidiaries taken as a whole, other than (a) any change or effect relating to local, regional, national or foreign political, economic or financial conditions or resulting from or arising out of developments or conditions in credit, financial or securities markets, including without limitation, caused by acts of terrorism or war (whether or not declared) or any material worsening of such conditions existing as of the date of this Agreement, (b) any change or effect generally affecting the industries, geographic areas or business segments in which the Company and (ii) its Subsidiaries operate, including without limitation, any increase in the term "Material Adverse Effect" meansprices of raw materials, with respect to the extent such change or effect does not materially, disproportionately affect the Company relative to other industry participants, (c) any change or effect resulting from any hurricane, earthquake or other natural disasters, (d) seasonal fluctuations in the business of the Company and its Subsidiaries, that are reasonably consistent with the Company's and its Subsidiaries' historical seasonal fluctuations in operating performance, (e) any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to in and of itself (a) be materially adverse as opposed to the businessfacts underlying such change), assetsin the share price or trading volume of the Common Stock on the NYSE, properties(f) any change in applicable law, rules or regulations or U.S. generally accepted accounting principles ("U.S. GAAP") or the interpretation thereof, (g) any failure, in and of itself (as opposed to the facts underlying such failure), to meet any internal budgets, plans, projections or forecasts of the Company's revenue, earnings or other financial performance or results of operations, or any published financial forecasts or analyst estimates of the Company's revenue, earnings or other financial performance or results of operations or condition any change in analyst recommendations, for any period, (financial h) any change or effect attributable to the execution, performance or announcement of this Agreement (including the impact thereof on relationships, contractual or otherwise) , with customers, suppliers, licensors, licensees, distributors, partners or employees, including without limitation, the loss or departure of such party and officers or other employees of the Company or its Subsidiaries taken as a wholeSubsidiaries), (b) prevent or materially delay otherwise resulting from the pursuit of the consummation of the Merger; providedtransactions contemplated hereby, however, that or (i) any adverse effect (economic legal proceedings brought by or otherwise) that is caused by conditions affecting on behalf of any of the economy current or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which former stockholders of the Company competes (on their own behalf or economies in on behalf of the Company) arising out of or related to this Agreement or any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documentshereby.

Organization, Standing and Power. Each of the Company Parent and its Subsidiaries the Transitory Subsidiary is a corporation duly organized, validly existing and in corporate good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted conducted, and is duly qualified to do business and is in good standing to do business as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties and assets activities makes such qualification necessary, other than except for such failures to be so organized, qualified or in such jurisdictions where the failure so to qualify would notgood standing, individually or in the aggregate, that have not had, and are not reasonably likely to have, a Parent Material Adverse Effect on the CompanyEffect. As used in For purposes of this Agreement, the term "Parent Material Adverse Effect" means any material adverse change, event, circumstance or development with respect to, or any material adverse effect on, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), propertiesbusiness, assets, liabilities, businesses, financial condition or results of operations or prospects of such entity the Parent and its Subsidiaries Subsidiaries, taken as a whole, and or (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation ability of the MergerParent or the Transitory Subsidiary to consummate the transactions contemplated by this Agreement; provided, however, that none of the following (iindividually or in combination) any adverse effect (economic shall be deemed to constitute, or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been or would be, a Parent Material Adverse Effect: (A) any adverse change or effect resulting from or relating to general business, but this exception is not applicable economic or financial market conditions; (B) any adverse change or effect resulting from or relating to conditions generally affecting the industry or sector in which the Parent or any of its Subsidiaries operates or competes; (C) any adverse change or effect resulting from or relating to any such acts of terrorism or war or any armed hostilities; (D) any adverse change or effect that is caused (including, without limitation, any adverse change or effect resulting from or relating to a cancellation of or delay in customer orders, a reduction in sales, a loss of employees, an action taken by condition(sa competitor, a disruption in any relationship with any supplier, licensor, licensee, partner, employee or other person or a claim, action or proceeding) affecting resulting from or relating to the announcement or pendency of the Merger or any of the other transactions contemplated by this Agreement; (E) any adverse change or effect resulting from or relating to the taking of any action contemplated by this Agreement or any action to which the Company shall have consented; (F) any adverse change or effect resulting from or relating to any breach by the Company of any provision of this Agreement or any other action by the Company or any Subsidiary of the Company; (G) any failure to meet internal, published or other estimates, predictions, projections or forecasts of revenues, net income or any other measure of financial performance; (H) any adverse change or effect resulting from or relating to changes in laws or interpretations thereof by courts or other Governmental Entities; or (I) any adverse change or effect resulting from or relating to changes in GAAP (as defined herein) which are published and released for the industry in which the Company competes or economies Parent operates (but specifically excluding any changes in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; GAAP and (ii) any direct, adverse effect that results solely from the public announcement accounting policies of the transactions contemplated Parent which are implemented by this Agreement the Parent after the date hereof). An adverse change in the stock price of the Parent Common Stock shall not not, in and of itself, be taken into account in determining whether there has been deemed to have a Parent Material Adverse Effect. The Company has made available to Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company, each as amended to date. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documents.

Organization, Standing and Power. Each of the Company and its Subsidiaries EveryStory is a corporation duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation, Delaware and has all requisite the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary governmental approvals to enable it to own, lease and operate or otherwise hold its properties and assets and to conduct its business businesses as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties and assets makes such qualification necessarypresently conducted, other than in such jurisdictions where franchises, licenses, permits, authorizations and approvals the failure so to qualify would notlack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect material adverse effect on EveryStory, a material adverse effect on the Companyability of EveryStory to perform its obligations under this Agreement or on the ability of EveryStory to consummate the Transactions. As used in For purposes of this Agreement, an “EveryStory Material Adverse Effect” is defined herein as any event, change, circumstance, effect of state of facts that (i) any reference is or would reasonably be expected to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation be materially adverse to the assets, liabilities, condition (financial or otherwise), propertiesbusiness or results of operations of EveryStory, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) materially impairs the term "Material Adverse Effect" means, with respect ability of EveryStory to the Companyconsummate or prevents or materially delays, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would or would reasonably be expected to (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation of the Merger; provided, however, that (i) any adverse effect (economic or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall Agreement. EveryStory is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary, except where the failure to so qualify would not reasonably be taken into account in determining whether there has been a expected to have an EveryStory Material Adverse Effect. The Company EveryStory has made available delivered to Levy Acquisition Co. KMI true and complete copies of its articles the Certificate of incorporation Incorporation and bylaws and the articles of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the CompanyEveryStory, each as amended to date. Such certificates the date of incorporationthis Agreement (as so amended, bylaws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary of the Company is in violation of any provision of its articles of incorporation, bylaws or equivalent organizational documents“EveryStory Charter Documents”).